| IN COMPLIANCE WITH THE PROVISIONS OF THE ACT AND VOLUNTARILY UNDER SEBI (LODR) REGULATIONS, 2015, THE PERFORMANCE EVALUATION WAS CARRIED OUT AS UNDER: BOARD: IN ACCORDANCE WITH THE CRITERIA SUGGESTED BY THE NOMINATION AND REMUNERATION COMMITTEE, THE BOARD OF DIRECTORS EVALUATED THE PERFORMANCE OF THE BOARD, HAVING REGARD TO VARIOUS CRITERIA SUCH AS BOARD COMPOSITION, BOARD PROCESSES, BOARD DYNAMICS ETC. THE INDEPENDENT DIRECTORS AT THEIR SEPARATE MEETINGS, ALSO EVALUATED THE PERFORMANCE OF THE BOARD AS A WHOLE BASED ON VARIOUS CRITERIA. THE BOARD AND THE INDEPENDENT DIRECTORS WERE OF THE UNANIMOUS VIEW THAT PERFORMANCE OF THE BOARD OF DIRECTORS ON A WHOLE WAS SATISFACTORY. COMMITTEES OF THE BOARD: THE PERFORMANCE OF THE AUDIT COMMITTEE, THE NOMINATION AND REMUNERATION COMMITTEE, STAKEHOLDERS RELATIONSHIP COMMITTEE AND CSR COMMITTEE WAS EVALUATED BY THE BOARD HAVING REGARD TO VARIOUS CRITERIA SUCH AS COMMITTEE COMPOSITION, COMMITTEE, PROCESSES, COMMITTEE DYNAMICS ETC. THE BOARD WAS OF THE UNANIMOUS VIEW THAT ALL THE COMMITTEES WERE PERFORMING THEIR FUNCTIONS SATISFACTORILY AND ACCORDING TO THE MANDATE PRESCRIBED BY THE BOARD UNDER THE REGULATORY REQUIREMENTS INCLUDING THE PROVISIONS OF THE ACT, THE RULES FRAMED THEREUNDER AND THE LISTING AGREEMENT. INDIVIDUAL DIRECTORS: (A) INDEPENDENT DIRECTORS: IN ACCORDANCE WITH THE CRITERIA SUGGESTED BY THE NOMINATION AND REMUNERATION COMMITTEE, THE PERFORMANCE OF EACH INDEPENDENT DIRECTOR WAS EVALUATED BY THE ENTIRE BOARD OF DIRECTORS (EXCLUDING THE DIRECTOR BEING EVALUATED) ON VARIOUS PARAMETERS LIKE ENGAGEMENT, LEADERSHIP, ANALYSIS, DECISION MAKING, COMMUNICATION, GOVERNANCE AND INTEREST OF STAKEHOLDERS. THE BOARD WAS OF THE UNANIMOUS VIEW THAT EACH INDEPENDENT DIRECTOR WAS A REPUTED PROFESSIONAL AND BROUGHT HIS/ HER RICH EXPERIENCE TO THE DELIBERATIONS OF THE BOARD. THE BOARD ALSO APPRECIATED THE CONTRIBUTION MADE BY ALL THE INDEPENDENT DIRECTORS IN GUIDING THE MANAGEMENT IN ACHIEVING HIGHER GROWTH AND CONCLUDED THAT CONTINUANCE OF EACH INDEPENDENT DIRECTOR ON THE BOARD WILL BE IN THE INTEREST OF THE COMPANY. PERFORMANCE OF THE INDEPENDENT DIRECTORS WAS SATISFACTORY. (B) NON-INDEPENDENT DIRECTORS: THE PERFORMANCE OF EACH OF THE NON-INDEPENDENT DIRECTORS WAS EVALUATED BY THE INDEPENDENT DIRECTORS AT THEIR SEPARATE MEETING. FURTHER, THEIR PERFORMANCE WAS ALSO EVALUATED BY THE BOARD OF DIRECTORS. THE VARIOUS CRITERIA CONSIDERED FOR THE PURPOSE OF EVALUATION INCLUDED LEADERSHIP, ENGAGEMENT, TRANSPARENCY, ANALYSIS, DECISION MAKING, FUNCTIONAL KNOWLEDGE, GOVERNANCE AND INTEREST OF STAKEHOLDERS. THE INDEPENDENT DIRECTORS AND THE BOARD WERE OF THE UNANIMOUS VIEW THAT EACH OF THE NON-INDEPENDENT DIRECTORS WAS PROVIDING GOOD BUSINESS AND PEOPLE LEADERSHIP. PERFORMANCE OF THE NON-INDEPENDENT DIRECTORS WAS SATISFACTORY. |