PURSUANT TO THE PROVISIONS OF THE ACT AND SEBI (LODR) REGULATIONS, 2015 EVALUATION HAS BEEN CARRIED OUT BY THE BOARD, NOMINATION AND REMUNERATION COMMITTEE (NRC) AND BY THE INDEPENDENT DIRECTORS. THE BOARD HAS CARRIED OUT AN ANNUAL PERFORMANCE EVALUATION OF ITS OWN, INDIVIDUAL DIRECTORS INCLUDING INDEPENDENT DIRECTORS (EXCLUDING THE DIRECTOR BEING EVALUATED) AND ITS COMMITTEES. BOARD EVALUATION WAS CARRIED OUT ON THE BASIS OF QUESTIONNAIRE, PREPARED AFTER CONSIDERING VARIOUS INPUTS RECEIVED FROM THE DIRECTORS, COVERING VARIOUS ASPECTS REVEALING THE EFFICIENCY OF THE BOARD’S FUNCTIONING SUCH AS DEVELOPMENT OF SUITABLE STRATEGIES AND BUSINESS PLANS, SIZE, STRUCTURE AND EXPERTIZE OF THE BOARD AND THEIR EFFORTS TO LEARN ABOUT THE COMPANY AND ITS BUSINESS, OBLIGATIONS AND GOVERNANCE. PERFORMANCE EVALUATION OF EVERY DIRECTOR WAS CARRIED OUT BY BOARD AND NOMINATION AND REMUNERATION COMMITTEE ON PARAMETERS SUCH AS APPROPRIATENESS OF QUALIFICATION, KNOWLEDGE, SKILLS AND EXPERIENCE, TIME DEVOTED TO BOARD DELIBERATIONS AND PARTICIPATION IN BOARD FUNCTIONING, EXTENT OF DIVERSITY IN THE KNOWLEDGE AND RELATED INDUSTRY EXPERTIZE, ATTENDANCE AND PARTICIPATIONS IN THE MEETINGS AND WORKINGS THEREOF AND INITIATIVE TO MAINTAIN HIGH LEVEL OF INTEGRITY & ETHICS. IN THEIR SEPARATE MEETING, THE INDEPENDENT DIRECTORS HAD CARRIED OUT PERFORMANCE EVALUATION OF NON-INDEPENDENT DIRECTORS, THE BOARD AS A WHOLE AND THE CHAIRMAN, TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE AND NON-EXECUTIVE DIRECTORS. THE QUALITY, QUANTITY AND TIMELINESS OF FLOW OF INFORMATION BETWEEN THE COMPANY MANAGEMENT AND THE BOARD WHICH IS NECESSARY FOR THE BOARD TO EFFECTIVELY AND REASONABLY PERFORM THEIR DUTIES WERE ALSO EVALUATED IN THE SAID MEETING.THE PERFORMANCE OF COMMITTEES WERE EVALUATED ON PARAMETERS SUCH AS WHETHER THE COMMITTEES OF THE BOARD ARE APPROPRIATELY CONSTITUTED, COMMITTEES HAS AN APPROPRIATE NUMBER OF MEETINGS EACH YEAR TO ACCOMPLISH ALL OF ITS RESPONSIBILITIES, COMMITTEES MAINTAIN THE CONFIDENTIALITY OF THEIR DISCUSSIONS AND DECISIONS. COMMITTEE CONDUCTS A SELF-EVALUATION AT LEAST ANNUALLY AND MAKE PERIODICALLY REPORTING TO THE BOARD ALONG WITH ITS SUGGESTIONS AND RECOMMENDATIONS.INDEPENDENT DIRECTOR’S PERFORMANCE EVALUATION WAS CARRIED OUT ON PARAMETERS SUCH AS DIRECTOR UPHOLDS ETHICAL STANDARDS OF INTEGRITY, THE ABILITY OF THE DIRECTOR TO EXERCISE OBJECTIVE AND INDEPENDENT JUDGMENT IN THE BEST INTEREST OF COMPANY, THE LEVEL OF CONFIDENTIALITY MAINTAINED. THE DIRECTORS EXPRESSED THEIR SATISFACTION WITH THE EVALUATION PROCESS. THE BOARD FOUND THE EVALUATION SATISFACTORY AND NO OBSERVATIONS WERE RAISED DURING THE SAID EVALUATION IN CURRENT YEAR AS WELL AS IN PREVIOUS YEAR. |