| IN TERMS OF THE REQUIREMENT OF THE COMPANIES ACT, 2013 AND SEBI LISTING REGULATIONS, 2015, AN ANNUAL PERFORMANCE EVALUATION OF THE BOARD IS UNDERTAKEN WHERE THE BOARD FORMALLY ASSESSES ITS OWN PERFORMANCE WITH THE AIM TO IMPROVE THE EFFECTIVENESS OF THE BOARD AND THE COMMITTEES. FOR THE YEAR UNDER THE REVIEW, THE PERFORMANCE EVALUATION WAS CONDUCTED THROUGH ELECTRONIC MODE WITH STRUCTURED QUESTIONNAIRES CIRCULATED TO THE DIRECTORS IN CONFIDENTIAL AND ANONYMOUS MANNER. THE NOMINATION AND REMUNERATION COMMITTEE HAD LAID DOWN THE CRITERIA FOR PERFORMANCE EVALUATION OF CHAIRPERSON, MANAGING DIRECTOR, NON-EXECUTIVE DIRECTORS, INDEPENDENT DIRECTORS, COMMITTEES AND BOARD AS A WHOLE. THE KEY CRITERIA CONSIDERED WERE AS UNDER: FOR CHAIRPERSON: THE CRITERIA FOR EVALUATION OF CHAIRPERSON, INTER ALIA, INCLUDED HIS ABILITY TO STEER THE MEETINGS EFFECTIVELY, SEEKING VIEWS OF BOARD MEMBERS, KEEPING SHAREHOLDERS’ INTERESTS IN MIND DURING DISCUSSIONS AND DECISIONS, UNDERSTANDING GOVERNANCE AND REGULATORY REQUIREMENTS, EFFECTIVE LEADERSHIP, ETC. FOR MANAGING DIRECTOR: THE CRITERIA FOR EVALUATION OF MANAGING DIRECTOR, INTER ALIA, INCLUDED HIS ABILITY TO CORRECTLY ANTICIPATE BUSINESS TRENDS, OPPORTUNITIES, AND PRIORITIES AFFECTING THE COMPANY’S PROSPERITY AND OPERATIONS, ABILITY TO FACILITATE TEAM-BUILDING AND COHESIVENESS AMONG THE COMPANY’S EMPLOYEES, EFFECTIVE LEADERSHIP FOR THE ORGANISATION, SETTING AND MAINTAINING HIGH STANDARDS OF ETHICS AND INTEGRITY, AND ACTIVE INITIATIVES IN CREATING NEW PRODUCTS AND SERVICES. FOR NON-EXECUTIVE DIRECTORS: THE CRITERIA FOR EVALUATION OF NON-EXECUTIVE DIRECTORS, INTER ALIA, INCLUDED THEIR ABILITY TO FULFIL THE FUNCTIONS AS ASSIGNED BY THE BOARD AND THE LAW AND TO ACT AS AN EFFECTIVE TEAM MEMBER, ATTENDANCE AT THE MEETINGS AND CONTRIBUTION AT THE MEETINGS OF THE BOARD AND COMMITTEES. FOR INDEPENDENT DIRECTORS: THE CRITERIA FOR EVALUATION OF THE INDEPENDENT DIRECTORS, INTER ALIA, INCLUDED INDEPENDENCE FROM THE COMPANY AND OTHER DIRECTORS TO AVOID CONFLICT OF INTEREST, ABILITY TO EXERCISE THEIR OWN JUDGEMENT, ABILITY TO ARBITRATE IN THE INTEREST OF THE COMPANY AS A WHOLE IN SITUATIONS OF CONFLICT OF INTEREST AND STAYING ABREAST OF THE DEVELOPMENTS AFFECTING THE COMPANY. FOR BOARD AS A WHOLE: THE CRITERIA FOR EVALUATION OF THE BOARD, INTER ALIA, INCLUDED COMPETENCY OF THE BOARD TO CONDUCT THE COMPANY’S AFFAIRS, COMPOSITION AND DIVERSITY, COHESIVENESS OF THE BOARD TO FUNCTION AS A TEAM, MANAGING CURRENT AND POTENTIAL STRATEGIC ISSUES, RISK MANAGEMENT AND CORPORATE CULTURE AND VALUES. FOR COMMITTEES OF THE BOARD: THE CRITERIA FOR EVALUATION OF THE COMMITTEES OF THE BOARD, INTER ALIA, INCLUDED COMPOSITION AND EFFECTIVENESS OF THE COMMITTEES, FREQUENCY OF THE MEETINGS OF THE COMMITTEES, DURATION OF THE MEETINGS AND EFFECTIVE RECOMMENDATION TO THE BOARD. THE RESULTS OF THE PERFORMANCE EVALUATION WERE ASSESSED AND DISCUSSED BY THE NOMINATION AND REMUNERATION COMMITTEE AND THE BOARD AT THEIR RESPECTIVE MEETINGS. THE SUITABLE FEEDBACK WAS CONVEYED TO THE BOARD MEMBERS AND THE MANAGEMENT. |