PURSUANT TO THE PROVISIONS OF THE COMPANIES ACT, 2013 AND THE SECURITIES EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, THE BOARD OF DIRECTORS HAS CARRIED OUT AN ANNUAL EVALUATION OF ITS OWN PERFORMANCE, ITS COMMITTEES, INDEPENDENT DIRECTORS, NON-EXECUTIVE DIRECTORS, EXECUTIVE DIRECTORS, AND THE CHAIRMAN OF THE BOARD. THE NOMINATION AND REMUNERATION COMMITTEE OF THE BOARD HAS LAID DOWN THE MANNER IN WHICH FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS HAS TO BE MADE. IT INCLUDES CIRCULATION OF EVALUATION FORMS SEPARATELY FOR EVALUATION OF THE BOARD AND ITS COMMITTEES, INDEPENDENT DIRECTORS/NON-EXECUTIVE DIRECTORS/EXECUTIVE DIRECTORS AND THE CHAIRMAN OF THE COMPANY. THE PERFORMANCE OF NON-INDEPENDENT DIRECTORS, THE BOARD AS A WHOLE, AND THE COMMITTEES OF THE BOARD HAS BEEN EVALUATED BY INDEPENDENT DIRECTORS IN A SEPARATE MEETING. AT THE SAME MEETING, THE INDEPENDENT DIRECTORS ALSO EVALUATED THE PERFORMANCE OF THE CHAIRMAN OF YOUR COMPANY, AFTER TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE DIRECTORS AND NON-EXECUTIVE DIRECTORS. EVALUATION AS DONE BY THE INDEPENDENT DIRECTORS WAS SUBMITTED TO THE NOMINATION AND REMUNERATION COMMITTEE AND SUBSEQUENTLY TO THE BOARD. THE PERFORMANCE OF THE BOARD AND ITS COMMITTEES WAS EVALUATED BY THE NOMINATION AND REMUNERATION COMMITTEE AFTER SEEKING INPUTS FROM ALL THE DIRECTORS, ON THE BASIS OF CRITERIA SUCH AS THE BOARD/ COMMITTEE COMPOSITION AND STRUCTURE, EFFECTIVENESS OF THE BOARD/COMMITTEE PROCESS, INFORMATION AND FUNCTIONING, ETC. FOLLOWING THE MEETINGS OF INDEPENDENT DIRECTORS AND OF NOMINATION AND REMUNERATION COMMITTEE, THE BOARD AT ITS MEETING DISCUSSED THE PERFORMANCE OF THE BOARD, AS A WHOLE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS. THE PERFORMANCE EVALUATION OF ALL THE DIRECTORS OF YOUR COMPANY, (INCLUDING INDEPENDENT DIRECTORS, EXECUTIVE AND NON-EXECUTIVE DIRECTORS AND CHAIRMAN), IS DONE AT THE BOARD MEETING BY ALL THE BOARD MEMBERS, EXCLUDING THE DIRECTOR BEING EVALUATED ON THE BASIS OF CRITERIA, SUCH AS CONTRIBUTION AT THE MEETINGS, STRATEGIC PERSPECTIVE OR INPUTS REGARDING THE GROWTH AND PERFORMANCE OF YOUR COMPANY, AMONG OTHERS. |