FOR PERFORMANCE EVALUATION OF THE BOARD AS STIPULATED UNDER LISTING REGULATIONS AND SECTION 134 OF THE COMPANIES ACT, 2013 READ WITH RULE 8(4) OF THE COMPANIES (ACCOUNT) RULES, 2014, A FORMAL ANNUAL EVALUATION PROCESS HAS BEEN CARRIED OUT FOR EVALUATING THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND THE INDIVIDUAL DIRECTORS. THE PERFORMANCE OF THE BOARD WAS EVALUATED BY THE BOARD AFTER SEEKING INPUTS FROM ALL DIRECTORS ON BASIS OF CRITERIA, SUCH AS, BOARD COMPOSITION AND STRUCTURE, EFFECTIVENESS OF BOARD PROCESSES, INFORMATION AND FUNCTIONING, ETC. THE PERFORMANCE OF THE COMMITTEES WAS EVALUATED BY THE BOARD AFTER SEEKING INPUT FROM THE COMMITTEE MEMBERS ON THE BASIS OF CRITERIA, SUCH AS, COMPOSITION OF COMMITTEES, EFFECTIVENESS OF COMMITTEE MEETINGS, ETC. THE BOARD AND THE NRC REVIEWED THE PERFORMANCE OF INDIVIDUAL DIRECTORS ON THE BASIS OF CRITERIA SUCH AS THE CONTRIBUTION OF THE INDIVIDUAL DIRECTOR TO THE BOARD AND COMMITTEE MEETINGS LIKE PREPAREDNESS ON THE ISSUES TO BE DISCUSSED, MEANINGFUL AND CONSTRUCTIVE CONTRIBUTION AND INPUTS IN MEETINGS, ETC. IN A SEPARATE MEETING OF INDEPENDENT DIRECTORS, PERFORMANCE OF NON INDEPENDENT DIRECTORS AND PERFORMANCE OF THE BOARD AS A WHOLE WAS EVALUATED. FURTHER, THEY ALSO EVALUATED THE PERFORMANCE OF THE CHAIRMAN OF THE COMPANY, TAKING INTO ACCOUNT THE VIEWS OF THE EXECUTIVE DIRECTORS AND NON-EXECUTIVE DIRECTORS. ADDITIONALLY, THE INDEPENDENT DIRECTORS IN THE SAID MEETING ALSO EVALUATED THE QUALITY, QUANTITY AND TIMELINESS OF FLOW OF INFORMATION BETWEEN THE COMPANY MANAGEMENT AND THE BOARD THAT IS NECESSARY FOR THE BOARD TO EFFECTIVELY AND REASONABLY PERFORM THEIR DUTIES. THE ABOVE EVALUATIONS WERE DISCUSSED IN THE BOARD MEETING AND NRC AT WHICH THE PERFORMANCE OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS WAS ALSO DISCUSSED. PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS WAS DONE BY THE ENTIRE BOARD, EXCLUDING THE INDEPENDENT DIRECTOR BEING EVALUATED. |