PURSUANT TO THE PROVISIONS OF THE COMPANIES ACT, 2013 AND SEBI LODR REGULATIONS, THE BOARD HAS CARRIED OUT AN ANNUAL PERFORMANCE EVALUATION OF ITS OWN PERFORMANCE; THAT OF THE DIRECTORS INDIVIDUALLY; AS WELL AS THE EVALUATION OF THE WORKING OF ITS AUDIT, NOMINATION & REMUNERATION AND OTHER COMMITTEES OF THE BOARD. AT THE MEETING OF THE BOARD, ALL THE RELEVANT FACTORS THAT ARE MATERIAL FOR EVALUATING THE PERFORMANCE OF INDIVIDUAL DIRECTORS, THE BOARD AND ITS VARIOUS COMMITTEES, WERE DISCUSSED. A STRUCTURED QUESTIONNAIRE, EACH IN LINE WITH THE CIRCULAR ISSUED BY SEBI, FOR EVALUATION OF THE BOARD, ITS VARIOUS COMMITTEES AND INDIVIDUAL DIRECTORS, WAS PREPARED AND RECOMMENDED TO THE BOARD BY THE NOMINATION & REMUNERATION COMMITTEE, FOR CONDUCTING THE REQUIRED EVALUATION, AFTER TAKING INTO CONSIDERATION THE INPUTS RECEIVED FROM THE DIRECTORS, COVERING VARIOUS ASPECTS OF THE BOARD’S FUNCTIONING, SUCH AS ADEQUACY OF THE COMPOSITION OF THE BOARD AND ITS COMMITTEES, EXECUTION AND PERFORMANCE OF SPECIFIC DUTIES, OBLIGATIONS AND GOVERNANCE, ETC. A SEPARATE EXERCISE WAS CARRIED OUT TO EVALUATE THE PERFORMANCE OF INDIVIDUAL DIRECTORS, INCLUDING THE CHAIRMAN OF THE BOARD, WHO WERE EVALUATED ON PARAMETERS SUCH AS LEVEL OF ENGAGEMENT AND CONTRIBUTION, INDEPENDENCE OF JUDGMENT, SAFEGUARDING THE INTEREST OF THE COMPANY AND ITS MINORITY SHAREHOLDERS, ETC. THE PERFORMANCE EVALUATION OF THE INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE ENTIRE BOARD, EXCLUDING THE DIRECTOR BEING EVALUATED. INDEPENDENT DIRECTORS FULFIL THE CRITERIA OF INDEPENDENCE, AND THEY ARE INDEPENDENT OF MANAGEMENT. THE PERFORMANCE EVALUATION OF THE CHAIRMAN AND NON-INDEPENDENT DIRECTORS WAS ALSO CARRIED OUT BY THE INDEPENDENT DIRECTORS AT THEIR SEPARATE MEETING. THE DIRECTORS EXPRESSED THEIR SATISFACTION WITH THE EVALUATION PROCESS. |