PURSUANT TO PROVISIONS OF THE SECTION 134 OF THE COMPANIES ACT, 2013 AND REGULATION 17(10) OF THE SEBI (LODR) REGULATIONS, 2015, THE BOARD HAS CARRIED OUT THE ANNUAL EVALUATION OF ITS OWN PERFORMANCE, AS WELL AS THE PERFORMANCE OF ITS AUDIT COMMITTEE, NOMINATION & REMUNERATION COMMITTEE, CORPORATE SOCIAL RESPONSIBILITY COMMITTEE AND STAKEHOLDERS’ RELATIONSHIP COMMITTEE. THE PERFORMANCE EVALUATION OF THE BOARD INCLUDING THE INDEPENDENT DIRECTORS AND THE COMMITTEES WAS DONE ON THE BASIS OF PARAMETERS/ CRITERIA SUCH AS COMPOSITION AND QUALITY, DIVERSITY AND EXPERIENCE, EFFECTIVENESS OF BOARD/COMMITTEE, PROCESS AND FUNCTIONING, CONTRIBUTION OF THE MEMBERS, BOARD CULTURE AND DYNAMICS, FULFILMENT OF KEY RESPONSIBILITIES, ETHICS AND COMPLIANCE, ATTENDANCE, ACQUAINTANCE WITH BUSINESS, COMMUNICATION INTER SE BETWEEN BOARD MEMBERS, EFFECTIVE PARTICIPATION, DOMAIN KNOWLEDGE, COMPLIANCE WITH CODE OF CONDUCT, VISION AND STRATEGY, BENCHMARKS ESTABLISHED BY OTHER PEERS ETC., WHICH IS IN COMPLIANCE WITH APPLICABLE LAWS, REGULATIONS AND GUIDELINES. A STRUCTURED QUESTIONNAIRE WAS PREPARED COVERING THE ABOVE AREAS OF COMPETENCIES AND FEEDBACK WAS SOUGHT ON THE SAME. THE CRITERIA MENTIONED ARE BASED ON THE CRITERIA MENTIONED IN THE SEBI CIRCULAR DATED JANUARY 5, 2017, WHICH PROVIDES FURTHER CLARITY ON THE PROCESS OF BOARD EVALUATION. AN EVALUATION OF PERFORMANCE OF INDIVIDUAL DIRECTORS WAS ALSO CARRIED OUT ON THE BASIS OF PARAMETERS SUCH AS CONTRIBUTION OF THE INDIVIDUAL DIRECTOR TO THE BOARD AND COMMITTEE MEETINGS, PREPAREDNESS ON THE ISSUES TO BE DISCUSSED, CONSTRUCTIVE CONTRIBUTION AND INPUTS IN MEETINGS, UNDERSTANDING AND KNOWLEDGE OF THE COMPANY AND INDUSTRY, PARTICIPATION AND ATTENDANCE AT THE MEETINGS, ETC. THE INDEPENDENT DIRECTORS AND EXECUTIVE DIRECTORS ALSO CARRIED OUT PERFORMANCE EVALUATION OF THE CHAIRPERSON OF THE COMPANY. THE DIRECTORS BEING EVALUATED DID NOT PARTICIPATE IN HIS/HER OWN EVALUATION PROCESS. ALL THE RESPONSES WERE EVALUATED BY THE NOMINATION & REMUNERATION COMMITTEE AS WELL AS BY THE BOARD OF DIRECTORS AND THE RESULTS REFLECTED HIGH SATISFACTORY PERFORMANCE. |