AS PER CLAUSE OF SUB-SECTION (3) OF SECTION 134 OF THE COMPANIES ACT, 2013, THE REQUIREMENT OF DISCLOSURE OF POLICY ON THE DIRECTOR'S APPOINTMENT AND REMUNERATION CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178 OF THE ACT HAS BEEN EXEMPTED FOR GOVERNMENT COMPANIES VIDE MINISTRY OF CORPORATE AFFAIRS NOTIFICATION DATED JUNE 5, 2015. AS GOOD GOVERNANCE AND TO COMPLY WITH THE SEBI LISTING REGULATIONS, YOUR COMPANY HAS PUT IN PLACE A POLICY ON THE DIVERSITY OF THE BOARD, APPOINTMENT/REMUNERATION OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL, AND PERFORMANCE EVALUATION OF DIRECTORS. THE BOARD OF YOUR COMPANY COMPRISES WELL-QUALIFIED DIRECTORS, WHO BRINGS THE REQUIRED SKILLS, COMPETENCE, AND EXPERTISE IN RUNNING YOUR COMPANY AND MAKE EFFECTIVE CONTRIBUTIONS TO THE BOARD AND ITS COMMITTEES. BEING A GOVERNMENT COMPANY, THE PROCESS FOR SELECTION, APPOINTMENT, AND INDUCTION OF DIRECTORS VESTS WITH THE HON'BLE PRESIDENT OF INDIA ACTING THROUGH THE MNRE AND THE DEPARTMENT OF PUBLIC ENTERPRISES (DPE). THE APPOINTING AUTHORITY CONSIDERS THE INTEGRITY, EXPERTISE, AND EXPERIENCE OF THE INDIVIDUAL TO BE NOMINATED/APPOINTED AS DIRECTOR INCLUDING THE INDEPENDENT DIRECTOR ON THE BOARD OF YOUR COMPANY AND ALSO CARRY THEIR EVALUATION. THE PERFORMANCE EVALUATION OF CMD INCLUDES SELF-EVALUATION AND FINAL EVALUATION BY THE ADMINISTRATIVE MINISTRY BASED ON THE MOU RATING AND PERSONAL ATTRIBUTES & FUNCTIONAL COMPETENCIES. THE EVALUATION OF THE PERFORMANCE OF FUNCTIONAL DIRECTORS INCLUDES SELF-EVALUATION BY THE RESPECTIVE FUNCTIONAL DIRECTORS AND SUBSEQUENT ASSESSMENT BY CMD (BASED ON ACHIEVEMENT OF MOU TARGETS AND MOU RATING, KPIS AND PERSONAL ATTRIBUTES & FUNCTIONAL COMPETENCIES), WITH FINAL EVALUATION BY THE ADMINISTRATIVE MINISTRY. IN COMPLIANCE WITH THE PROVISIONS OF THE COMPANIES ACT, 2013 (THE ACT) AND THE EXEMPTION GRANTED TO GOVERNMENT COMPANIES, YOUR COMPANY HAS BEEN EXEMPTED FROM DISCLOSING IN ITS BOARD REPORT, A STATEMENT INDICATING HOW FORMAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS HAS BEEN MADE. TO COMPLY WITH THE SEBI (LODR) REGULATIONS, 2015, THE ANNUAL EVALUATION OF THE BOARD AND THE INDEPENDENT DIRECTORS WERE CONDUCTED BASED ON CRITERIA LAID DOWN BY THE BOARD ON THE RECOMMENDATION OF THE NOMINATION & REMUNERATION COMMITTEE. THE SAID CRITERIA PROVIDE CERTAIN PARAMETERS LIKE ATTENDANCE, ACQUAINTANCE WITH BUSINESS, COMMUNICATION INTER-SE BETWEEN BOARD MEMBERS, EFFECTIVE PARTICIPATION, COMPLIANCE WITH CODE OF CONDUCT, TRAININGS ETC. INDEPENDENT DIRECTORS IN ITS SEPARATE MEETING HAVE ALSO EVALUATED THE PERFORMANCE OF NON-INDEPENDENT DIRECTORS AND THE BOARD AS A WHOLE. |