PURSUANT TO THE GOVERNING PROVISIONS OF THE COMPANIES ACT, 2013, THE LISTING REGULATIONS AND GUIDANCE NOTE ON BOARD EVALUATION ISSUED BY SEBI AND THE EVALUATION CRITERIA FRAMED BY THE NOMINATION AND REMUNERATION COMMITTEE, A FORMAL ANNUAL EVALUATION WAS CARRIED OUT BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS INCLUDING INDEPENDENT DIRECTORS. DURING THE YEAR UNDER REVIEW, A MEETING OF THE INDEPENDENT DIRECTORS WAS HELD WITHOUT PRESENCE OF NON-INDEPENDENT DIRECTORS AND MEMBERS OF THE MANAGEMENT, WHEREIN THE PERFORMANCES OF NON-INDEPENDENT DIRECTORS, CHAIRMAN AND THE BOARD OF DIRECTORS, AS A WHOLE WERE EVALUATED. THE INDEPENDENT DIRECTORS ALSO ASSESSED THE QUALITY, QUANTITY AND TIMELINESS OF FLOW OF INFORMATION BETWEEN THE COMPANY’S MANAGEMENT AND THE BOARD OF DIRECTORS THAT IS NECESSARY FOR THE BOARD OF DIRECTORS TO EFFECTIVELY AND REASONABLY PERFORM THEIR DUTIES. THE PERFORMANCE EVALUATION OF COMMITTEES AND INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE BOARD, EXCLUDING THE DIRECTOR BEING EVALUATED, INTER ALIA, TAKING INTO ACCOUNT THE CRITERIA FOR EVALUATION FORMULATED BY THE NOMINATION AND REMUNERATION COMMITTEE AND AS ENVISAGED IN THE GUIDANCE NOTE ON BOARD EVALUATION ISSUED BY SEBI. THE DIRECTORS WERE INDIVIDUALLY EVALUATED THROUGH STRUCTURED QUESTIONNAIRE TO ASCERTAIN FEEDBACK ON PARAMETERS, WHICH, INTER ALIA, COMPRISED OF LEVEL OF ENGAGEMENT AND THEIR CONTRIBUTION TO STRATEGIC PLANNING AND OTHER CRITERIA BASED ON PERFORMANCE AND PERSONAL ATTRIBUTES. THE PERFORMANCE OF THE INDEPENDENT DIRECTORS WAS ALSO EVALUATED BASED ON ADDITIONAL CRITERIA VIZ. INDEPENDENCE AND INDEPENDENT VIEWS AND JUDGMENT. THE BOARD, ITS COMMITTEES AND DIRECTORS EVALUATION PROVIDED A FORMAL PROCESS OF COMMUNICATION IN RAISING ISSUES THAT MIGHT NOT OTHERWISE BE VETTED BY THE BOARD WITH THE UNDERLYING OBJECTIVES TO DEVELOP AN ACTION PLAN TO ENHANCE THE BOARD’S PERFORMANCE, INTER ALIA, BY ENSURING COMPLIANCE WITH THE REQUIREMENTS OF THE COMPANIES ACT, 2013 AND CODE OF CORPORATE GOVERNANCE AS ENSHRINED IN THE LISTING REGULATIONS.THE STRUCTURED EVALUATION PROCESS WAS FOCUSED ON IDENTIFYING AREAS OF IMPROVEMENT, IF ANY, SUCH AS CREATING BALANCE OF POWER BETWEEN THE BOARD AND MANAGEMENT, LONG TERM STRATEGY, MORE EFFECTIVELY FULFILLING THE BOARD’S OVERSIGHT RESPONSIBILITIES, THE ADEQUACY OF COMMITTEE(S) STRUCTURES, ASSESSMENT OF BOARD CULTURE TO ASCERTAIN WHETHER THE SAME IS CONDUCIVE TO ATTRACT RIGHT INDIVIDUALS TO JOIN THE BOARD AND UPDATING THE EVALUATION PROCESS ITSELF. THE DIRECTORS EXPRESSED THEIR SATISFACTION WITH THE EVALUATION PROCESS. |