IN TERMS OF REQUIREMENTS OF THE COMPANIES ACT, 2013 READ WITH THE RULES ISSUED THEREUNDER AND SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015, THE BOARD CARRIED OUT THE ANNUAL PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS AS A WHOLE, COMMITTEES OF THE BOARD AND INDIVIDUAL DIRECTORS. DURING THE YEAR UNDER REVIEW, YOUR COMPANY HAS COMPLETED THE BOARD EVALUATION PROCESS BY MAINTAINING CONFIDENTIALITY & ANONYMITY OF THE RESPONSES. THE BOARD EVALUATION CYCLE WAS COMPLETED BY YOUR COMPANY INTERNALLY LED BY THE INDEPENDENT CHAIRMAN OF THE NOMINATION AND REMUNERATION COMMITTEE (“NRC”). THE PARAMETERS FOR PERFORMANCE EVALUATION OF THE BOARD INCLUDE THE COMPOSITION OF THE BOARD, PROCESS OF APPOINTMENT TO THE BOARD OF DIRECTORS, COMMON UNDERSTANDING OF THE ROLES AND RESPONSIBILITIES OF THE BOARD MEMBERS, TIMELINES FOR CIRCULATING BOARD PAPERS, CONTENT AND QUALITY OF THE INFORMATION PROVIDED TO THE BOARD, ATTENTION TO THE COMPANY’S LONG-TERM STRATEGIC ISSUES, EVALUATING STRATEGIC RISKS, OVERSEEING AND GUIDING ACQUISITIONS AND SO ON SOME OF THE PERFORMANCE INDICATORS FOR THE COMMITTEES INCLUDE UNDERSTANDING THE TERMS OF REFERENCE, THE EFFECTIVENESS OF DISCUSSIONS AT THE COMMITTEE MEETINGS, THE INFORMATION PROVIDED TO THE COMMITTEE TO DISCHARGE ITS DUTIES AND PERFORMANCE OF THE COMMITTEE VIS-À-VIS ITS RESPONSIBILITIES. PERFORMANCE OF INDIVIDUAL DIRECTORS WAS EVALUATED BASED ON PARAMETERS SUCH AS ATTENDANCE AT THE MEETING(S), CONTRIBUTION TO BOARD DELIBERATIONS, ENGAGEMENT WITH COLLEAGUES ON THE BOARD, ABILITY TO GUIDE THE COMPANY IN KEY MATTERS, KNOWLEDGE, AND UNDERSTANDING OF RELEVANT AREAS, AND RESPONSIBILITY TOWARDS STAKEHOLDERS. ALL THE DIRECTORS WERE SUBJECT TO SELF-EVALUATION AND PEER EVALUATION. THE PERFORMANCE OF THE INDEPENDENT DIRECTORS WAS EVALUATED TAKING INTO ACCOUNT THE ABOVE FACTORS AS WELL AS INDEPENDENT DECISION-MAKING AND NON-CONFLICT OF INTEREST. FURTHER, THE EVALUATION PROCESS WAS BASED ON THE AFFIRMATION RECEIVED FROM THE INDEPENDENT DIRECTORS THAT THEY MET THE INDEPENDENCE CRITERIA AS REQUIRED UNDER THE COMPANIES ACT, 2013 AND LISTING REGULATIONS, 2015. THE BOARD EVALUATION DISCUSSION WAS FOCUSED ON HOW TO MAKE THE BOARD MORE EFFECTIVE AS A COLLECTIVE BODY IN THE CONTEXT OF THE BUSINESS AND THE EXTERNAL ENVIRONMENT IN WHICH THE COMPANY FUNCTIONS. FROM TIME TO TIME DURING THE YEAR, THE BOARD WAS APPRISED OF RELEVANT BUSINESS ISSUES AND RELATED OPPORTUNITIES AND RISKS. THE BOARD DISCUSSED VARIOUS ASPECTS OF ITS FUNCTIONING AND THAT OF ITS COMMITTEES SUCH ASSTRUCTURE, COMPOSITION, MEETINGS, FUNCTIONS AND INTERACTION WITH MANAGEMENT AND WHAT NEEDS TO BE DONE TO FURTHER AUGMENT THE EFFECTIVENESS OF THE BOARD’S FUNCTIONING. ADDITIONALLY, DURING THE EVALUATION DISCUSSION, THE BOARD ALSO FOCUSED ON THE CONTRIBUTION BEING MADE BY THE BOARD AS A WHOLE, THROUGH ITS COMMITTEES AND DISCUSSIONS WITH THE CHAIRMAN. THE OVERALL ASSESSMENT OF THE BOARD WAS THAT IT WAS FUNCTIONING AS A COHESIVE BODY INCLUDING THE COMMITTEES OF THE BOARD. THEY WERE FUNCTIONING WELL WITH PERIODIC REPORTING BY THE COMMITTEES TO THE BOARD ON THE WORK DONE AND PROGRESS MADE DURING THE REPORTING PERIOD. THE BOARD ALSO NOTED THAT THE ACTIONS IDENTIFIED IN THE PAST QUESTIONNAIRE-BASED EVALUATIONS HAD BEEN ACTED UPON. |