| PURSUANT TO THE PROVISIONS OF THE ACT AND LISTING REGULATIONS, THE BOARD HAS CARRIED OUT AN ANNUAL EVALUATION OF ITS OWN PERFORMANCE, PERFORMANCE OF THE DIRECTORS INDIVIDUALLY AS WELL AS THE EVALUATION OF THE WORKING OF ITS COMMITTEES. THE NOMINATION AND REMUNERATION COMMITTEE HAS DEFINED THE EVALUATION CRITERIA, PROCEDURE AND TIME SCHEDULE FOR THE PERFORMANCE EVALUATION PROCESS FOR THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS, INCLUDING THE CHAIRMAN OF THE COMPANY. FOR EVALUATING THE BOARD AS A WHOLE, VIEWS WERE SOUGHT FROM THE DIRECTORS ON VARIOUS ASPECTS OF THE BOARD’S FUNCTIONING SUCH AS DEGREE OF FULFILMENT OF KEY RESPONSIBILITIES, BOARD STRUCTURE AND COMPOSITION, ESTABLISHMENT, DELINEATION OF RESPONSIBILITIES TO VARIOUS COMMITTEES, EFFECTIVENESS OF BOARD PROCESSES, INFORMATION AND FUNCTIONING, BOARD CULTURE AND DYNAMICS, QUALITY OF RELATIONSHIP BETWEEN THE BOARD AND THE MANAGEMENT. SIMILARLY, VIEWS FROM THE DIRECTORS WERE ALSO SOUGHT ON PERFORMANCE OF INDIVIDUAL DIRECTORS COVERING VARIOUS ASPECTS SUCH AS ATTENDANCE AND CONTRIBUTION AT THE BOARD/COMMITTEE MEETINGS AND GUIDANCE/SUPPORT TO THE MANAGEMENT OUTSIDE BOARD/COMMITTEE MEETINGS. IN ADDITION, THE CHAIRMAN WAS ALSO EVALUATED ON KEY ASPECTS OF HIS ROLE, INCLUDING SETTING THE STRATEGIC AGENDA OF THE BOARD, ENCOURAGING ACTIVE ENGAGEMENT BY ALL BOARD MEMBERS AND PROMOTING EFFECTIVE RELATIONSHIPS AND OPEN COMMUNICATION, COMMUNICATING EFFECTIVELY WITH ALL STAKEHOLDERS AND MOTIVATING AND PROVIDING GUIDANCE TO THE EXECUTIVE DIRECTOR. AREAS ON WHICH THE COMMITTEES OF THE BOARD WERE ASSESSED INCLUDED DEGREE OF FULFILLMENT OF KEY RESPONSIBILITIES, ADEQUACY OF COMMITTEE COMPOSITION,EFFECTIVENESS OF MEETINGS, COMMITTEE DYNAMICS AND QUALITY OF RELATIONSHIP OF THE COMMITTEE WITH THE BOARD AND THE MANAGEMENT. THE PERFORMANCE EVALUATION OF THE INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE ENTIRE BOARD EXCEPT FOR THAT INDEPENDENT DIRECTOR. THE PERFORMANCE EVALUATION OF THE CHAIRMAN AND THE NON-INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE INDEPENDENT DIRECTORS WHO ALSO REVIEWED THE PERFORMANCE OF THE BOARD AS A WHOLE. THE NOMINATION AND REMUNERATION COMMITTEE ALSO REVIEWED THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS. |
| THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY EMPOWERS THE NOMINATION AND REMUNERATION COMMITTEE TO FORMULATE A PROCESS FOR EVALUATING THE PERFORMANCE OF INDIVIDUAL DIRECTORS, COMMITTEES OF THE BOARD AND THE BOARD AS A WHOLE. THE PARAMETERS FOR THE PERFORMANCE EVALUATION OF THE BOARD, INTER ALIA, INCLUDES COMPOSITION OF BOARD, FREQUENCY OF HOLDING OF BOARD MEETINGS, ADVICE AND SUGGESTIONS TO THE COMPANY’S MANAGEMENT, EVALUATION OF STRATEGIC PLAN/POLICIES OF THE COMPANY ETC. THE PARAMETERS FOR THE PERFORMANCE EVALUATION OF THE NON-INDEPENDENT DIRECTORS INCLUDES ATTENDANCE, EXPERTISE, CONTRIBUTION OF POSITIVE INPUTS INTO DEVELOPMENT OF STRATEGY, PARTICIPATION IN MEETINGS, COMMENT ON DRAFT MINUTES ETC. THE PARAMETERS FOR THE PERFORMANCE EVALUATION OF THE INDEPENDENT DIRECTORS INCLUDES ATTENDANCE, LISTING OF VIEWS OF OTHERS, ACTIVE PARTICIPATION IN THE MEETINGS, KNOWLEDGE OF LATEST DEVELOPMENTS IN APPLICABLE LAWS TO THE COMPANY, FINANCIAL REPORTING, COMMENT ON DRAFT MINUETS ETC. THE PARAMETERS FOR THE PERFORMANCE EVALUATION OF THE STATUTORY COMMITTEES INCLUDES COMPOSITION OF COMMITTEES, TERMS OF REFERENCE, RECOMMENDATIONS TO THE BOARD ETC. |
| THE BOARD HAS CARRIED OUT AN ANNUAL PERFORMANCE EVALUATION OF ITS OWN PERFORMANCE, THE DIRECTORS INDIVIDUALLY AS WELL AS THE EVALUATION OF THE WORKING OF ITS COMMITTEES. A STRUCTURED QUESTIONNAIRE WAS PREPARED AFTER TAKING INTO CONSIDERATION VARIOUS ASPECTS OF THE BOARD’S FUNCTIONING, COMPOSITION OF THE BOARD AND ITS COMMITTEES,CULTURE, EXECUTION AND PERFORMANCE OF SPECIFIC DUTIES, OBLIGATIONS AND GOVERNANCE. THE PERFORMANCE EVALUATION OF THE CHAIRMAN AND NON - INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE INDEPENDENT DIRECTORS. THE QUESTIONNAIRE WAS RESPONDED TO BY ALL THE DIRECTORS AND VITAL FEEDBACK WAS RECEIVED FROM THEM ON HOW THE BOARD CURRENTLY OPERATES AND HOW IT MIGHT IMPROVE ITS EFFECTIVENESS. THE BOARD OF DIRECTORS HAS EXPRESSED ITS SATISFACTION WITH THE EVALUATION PROCESS. THE PERFORMANCE EVALUATION OF THE CHAIRMAN, BOARD AND THE NON INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE INDEPENDENT DIRECTORS AT THEIR RESPECTIVE MEETING HELD ON 23RD JANUARY, 2020 |
| PURSUANT TO THE PROVISIONS OF THE ACT AND LISTING REGULATIONS, THE BOARD HAS CARRIED OUT AN ANNUAL EVALUATION OF ITS OWN PERFORMANCE, PERFORMANCE OF THE DIRECTORS INDIVIDUALLY AS WELL AS THE EVALUATION OF THE WORKING OF ITS COMMITTEES. THE NOMINATION AND REMUNERATION COMMITTEE HAS DEFINED THE EVALUATION CRITERIA, PROCEDURE AND TIME SCHEDULE FOR THE PERFORMANCE EVALUATION PROCESS FOR THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS, INCLUDING THE CHAIRMAN OF THE COMPANY. FOR EVALUATING THE BOARD AS A WHOLE, VIEWS WERE SOUGHT FROM THE DIRECTORS ON VARIOUS ASPECTS OF THE BOARD’S FUNCTIONING SUCH AS DEGREE OF FULFILMENT OF KEY RESPONSIBILITIES, BOARD STRUCTURE AND COMPOSITION, ESTABLISHMENT, DELINEATION OF RESPONSIBILITIES TO VARIOUS COMMITTEES, EFFECTIVENESS OF BOARD PROCESSES, INFORMATION AND FUNCTIONING, BOARD CULTURE AND DYNAMICS, QUALITY OF RELATIONSHIP BETWEEN THE BOARD AND THE MANAGEMENT. SIMILARLY, VIEWS FROM THE DIRECTORS WERE ALSO SOUGHT ON PERFORMANCE OF INDIVIDUAL DIRECTORS COVERING VARIOUS ASPECTS SUCH AS ATTENDANCE AND CONTRIBUTION AT THE BOARD/COMMITTEE MEETINGS AND GUIDANCE/ SUPPORT TO THE MANAGEMENT OUTSIDE BOARD/COMMITTEE MEETINGS. IN ADDITION, THE CHAIRMAN WAS ALSO EVALUATED ON KEY ASPECTS OF HIS ROLE, INCLUDING SETTING THE STRATEGIC AGENDA OF THE BOARD, ENCOURAGING ACTIVE ENGAGEMENT BY ALL BOARD MEMBERS AND PROMOTING EFFECTIVE RELATIONSHIPS AND OPEN COMMUNICATION, COMMUNICATING EFFECTIVELY WITH ALL STAKEHOLDERS AND MOTIVATING AND PROVIDING GUIDANCE TO THE EXECUTIVE DIRECTOR. AREAS ON WHICH THE COMMITTEES OF THE BOARD WERE ASSESSED INCLUDED DEGREE OF FULFILLMENT OF KEY RESPONSIBILITIES, ADEQUACY OF COMMITTEE COMPOSITION, EFFECTIVENESS OF MEETINGS, COMMITTEE DYNAMICS AND QUALITY OF RELATIONSHIP OF THE COMMITTEE WITH THE BOARD AND THE MANAGEMENT. THE PERFORMANCE EVALUATION OF THE INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE ENTIRE BOARD EXCEPT FOR THAT INDEPENDENT DIRECTOR. THE PERFORMANCE EVALUATION OF THE CHAIRMAN AND THE NON-INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE INDEPENDENT DIRECTORS WHO ALSO REVIEWED THE PERFORMANCE OF THE BOARD AS A WHOLE. THE NOMINATION AND REMUNERATION COMMITTEE ALSO REVIEWED THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS. |
| THE BOARD ADOPTED A FORMAL MECHANISM FOR EVALUATING ITS PERFORMANCE AND AS WELL AS THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS, INCLUDING THE CHAIRMAN OF THE BOARD. THE EXERCISE WILL CARRIED OUT THROUGH A STRUCTURED EVALUATION PROCESS COVERING VARIOUS ASPECTS OF THE BOARDS FUNCTIONING SUCH AS COMPOSITION OF THE BOARD & COMMITTEES, EXPERIENCE & COMPETENCIES, PERFORMANCE OF SPECIFIC DUTIES & OBLIGATIONS, GOVERNANCE ISSUES ETC |
| THE PROVISIONS OF THE COMPANIES ACT, 2013 AND SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, PROVIDES EVALUATION PROCESS WITH VARIOUS ASPECTS OF FUNCTIONING OF BOARD, COMMITTEES AND DIRECTORS SUCH AS ADEQUACY OF THE COMPOSITION OF THE BOARD AND ITS COMMITTEES, BOARD CULTURE, EXECUTION AND PERFORMANCE OF SPECIFIC DUTIES, OBLIGATION, GOVERNANCE, ETC.THE PERFORMANCE EVALUATION OF THE INDEPENDENT DIRECTORS WAS ALSO CARRIED OUT BY THE ENTIRE BOARD, EXCLUDING THE DIRECTOR BEING EVALUATED. THE PERFORMANCE EVALUATION OF THE CHAIRMAN, BOARD AND THE NON INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE INDEPENDENT DIRECTORS AT THEIR RESPECTIVE MEETING HELD ON 06TH MAY, 2021. THE INDEPENDENT DIRECTORS EXPRESSED THEIR SATISFACTION WITH OVERALL FUNCTIONING AND IMPLEMENTATIONS OF THEIR SUGGESTIONS. THE EVALUATION PROCESS ENDORSED THE BOARD MEMBERS CONFIDENCE IN THE ETHICAL STANDARDS OF THE COMPANY, THE COHESIVENESS THAT EXISTS AMONGST THE BOARD MEMBERS, THE TWO-WAY CANDID COMMUNICATION BETWEEN THE BOARD AND THE MANAGEMENT AND THE OPENNESS OF THE MANAGEMENT IN SHARING STRATEGIC INFORMATION TO ENABLE BOARD MEMBERS TO DISCHARGE THEIR RESPONSIBILITIES. |