| PURSUANT TO THE PROVISIONS OF THE COMPANIES ACT, 2013 AND REGULATION 17 (10) OF SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, THE NOMINATION AND REMUNERATION COMMITTEE HAS LAID DOWN THE CRITERIA FOR EVALUATION OF THE PERFORMANCE OF INDIVIDUAL DIRECTORS AND THE BOARD AS A WHOLE. BASED ON THE CRITERIA THE EXERCISE OF EVALUATION WAS CARRIED OUT THROUGH A STRUCTURED PROCESS COVERING VARIOUS ASPECTS OF THE BOARD FUNCTIONING SUCH AS COMPOSITION OF THE BOARD AND COMMITTEES, EXPERIENCE & EXPERTISE, PERFORMANCE OF SPECIFIC DUTIES & OBLIGATIONS, ATTENDANCE, CONTRIBUTION AT MEETINGS & STRATEGIC PERSPECTIVES OR INPUTS REGARDING FUTURE GROWTH OF COMPANY, ETC. THE PERFORMANCE EVALUATION OF THE CHAIRMAN AND THE NON-INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE INDEPENDENT DIRECTOR. THE PERFORMANCE OF THE INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE ENTIRE BOARD (EXCLUDING THE DIRECTOR BEING EVALUATED). THE DIRECTORS EXPRESSED THEIR SATISFACTION WITH THE EVALUATION PROCESS. THE BOARD OF DIRECTORS HAS CARRIED OUT AN ANNUAL EVALUATION OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS PURSUANT TO THE REQUIREMENTS OF THE ACT AND THE LISTING REGULATIONS. IN LINE WITH CORPORATE GOVERNANCE OF THE COMPANY, THE BOARD GENERALLY PERFORMS THE MAJOR ROLES SUCH AS GIVE DIRECTIONS IN THE FORM OF STRATEGIC DECISIONS, PROVIDE CONTROL AND SUPPORT THROUGH ADVICE TO THE MANAGEMENT OF THE COMPANY. IT BECOMES IMPERATIVE TO EVALUATE THE PERFORMANCE OF THE BOARD AS THEY ARE PERFORMING THEIR DUTIES ON BEHALF OF STAKEHOLDERS AND PROTECTION OF THEIR INTEREST IS SUPREMACY OF ANY ORGANIZATION. FURTHER, THE BOARD ALWAYS EMPHASIS THE REQUIREMENTS OF AN EFFECTIVE BOARD EVALUATION PROCESS AND ACCORDINGLY CONDUCTS THE PERFORMANCE EVALUATION EVERY YEAR IN RESPECT OF THE FOLLOWING: I. BOARD OF DIRECTORS AS A WHOLE. II. COMMITTEES OF THE BOARD OF DIRECTORS. III. INDIVIDUAL DIRECTORS INCLUDING THE CHAIRMAN OF THE BOARD OF DIRECTORS. BOARD EVALUATION HELPS TO IDENTIFY AREAS FOR POTENTIAL ADJUSTMENT AND PROVIDES AN OPPORTUNITY TO REMIND DIRECTORS OF THE IMPORTANCE OF GROUP DYNAMICS AND EFFECTIVE BOARD AND COMMITTEE PROCESSES IN FULFILLING’S BOARD AND COMMITTEE RESPONSIBILITIES. THE MAIN OBJECT OF PERFORMANCE EVALUATION DEFINED AS PER THE BELOW: 1. IMPROVING THE PERFORMANCE OF BOARD TOWARDS CORPORATE GOALS AND OBJECTIVES. 2. ASSESSING THE BALANCE OF SKILLS, KNOWLEDGE AND EXPERIENCE ON THE BOARD. 3. IDENTIFYING THE AREAS OF CONCERN AND AREAS TO BE FOCUSED FOR IMPROVEMENT. 4. IDENTIFYING AND CREATING AWARENESS ABOUT THE ROLE OF DIRECTORS INDIVIDUALLY AND COLLECTIVELY AS BOARD. 5. BUILDING TEAMWORK AMONG BOARD MEMBERS. 6. EFFECTIVE COORDINATION BETWEEN BOARD AND MANAGEMENT. 7. OVERALL GROWTH OF THE ORGANIZATION. PERFORMANCE EVALUATION OF THE BOARD BASED ON CRITERIA SUCH AS COMPOSITION AND ROLE OF THE BOARD, BOARD COMMUNICATION AND RELATIONSHIPS, FUNCTIONING OF BOARD COMMITTEES, REVIEW OF PERFORMANCE OF EXECUTIVE DIRECTORS, SUCCESSION PLANNING, STRATEGIC PLANNING, ETC. PERFORMANCE EVALUATION OF COMMITTEES BASED ON CRITERIA SUCH AS ADEQUATE INDEPENDENCE OF EACH COMMITTEE, FREQUENCY OF MEETINGS AND TIME ALLOCATED FOR DISCUSSIONS AT MEETINGS, FUNCTIONING OF BOARD COMMITTEES AND EFFECTIVENESS OF ITS ADVICE/RECOMMENDATION TO THE BOARD, ETC. THE MEETING OF INDEPENDENT DIRECTORS HELD SEPARATELY TO EVALUATE THE PERFORMANCE OF NONINDEPENDENT DIRECTORS, PERFORMANCE OF THE BOARD AS A WHOLE AND PERFORMANCE OF THE CHAIRMAN, TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE DIRECTORS AND NON-EXECUTIVE DIRECTOR. THE SAME WAS DISCUSSED IN THE BOARD MEETING THAT FOLLOWED THE MEETING OF THE INDEPENDENT DIRECTORS, AT WHICH THE PERFORMANCE OF THE BOARD, ITS COMMITTEE SAND INDIVIDUAL DIRECTORS WAS ALSO DISCUSSED. THE ENTIRE BOARD, EXCLUDING THE INDEPENDENT DIRECTOR BEING EVALUATED, DID PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS. |