| THE BOARD OF DIRECTORS HAVE DEVISED A POLICY FOR PERFORMANCE EVALUATION, WHICH INCLUDES CRITERIA FOR PERFORMANCE EVALUATION. IT REVIEWS THE PERFORMANCE EVALUATION CRITERIA ANNUALLY IN ACCORDANCE WITH REGULATION 4(2)(F )(II)(9) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, AS AMENDED FROM TIME TO TIME. THE NOMINATION AND REMUNERATION COMMITTEE ACCORDINGLY CARRIES OUT AN ANNUAL EVALUATION OF BOARD’S PERFORMANCE, AND THE PERFORMANCE OF ITS COMMITTEES AS WELL AS INDIVIDUAL DIRECTORS (BOTH EXECUTIVE AND NON – EXECUTIVE/ INDEPENDENT DIRECTORS) IN ACCORDANCE WITH SECTION 178(2) OF THE COMPANIES ACT, 2013. THIS INVOLVES RECEIVING INPUTS FROM ALL COMMITTEE MEMBERS. THE BOARD THEREAFTER REVIEWS AND TAKES ON RECORD THE PERFORMANCE EVALUATION DONE BY THE NOMINATION AND REMUNERATION COMMITTEE. THE BOARD EVALUATES THE PERFORMANCE OF INDEPENDENT DIRECTORS, PURSUANT TO REGULATION 17(10) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 READ WITH SCHEDULE IV TO THE COMPANIES ACT, 2013. PURSUANT TO THE PROVISIONS OF THE SECTION 178(2) OF THE COMPANIES ACT, 2013 AND SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, THE FORMAL ANNUAL EVALUATION WAS ALSO CARRIED OUT FOR THE BOARD’S PERFORMANCE, ITS COMMITTEES & INDIVIDUAL DIRECTORS. A STRUCTURED PERFORMANCE EVALUATION FORM WAS PREPARED AFTER TAKING INTO CONSIDERATION INPUTS RECEIVED FROM THE DIRECTORS AND ON THE BASIS OF THE EVALUATION CRITERIA LAID DOWN BY NOMINATION AND REMUNERATION COMMITTEE AND AS REVIEWED AND APPROVED BY THE BOARD OF DIRECTORS, COVERING VARIOUS ASPECTS OF THE BOARD’S FUNCTIONING INCLUDING ADEQUACY OF THE COMPOSITION OF THE BOARD AND ITS COMMITTEES, BOARD CULTURE, EXECUTION AND PERFORMANCE OF SPECIFIC DUTIES, OBLIGATIONS AND GOVERNANCE, THE EFFECTIVENESS OF ITS PROCESSES, INFORMATION, FLOW OF INFORMATION OR INSTRUCTIONS AND ITS FUNCTIONING.A SEPARATE MEETING OF INDEPENDENT DIRECTORS WAS HELD TO REVIEW THE PERFORMANCE OF NON-INDEPENDENT DIRECTORS, THE PERFORMANCE OF THE BOARD OF DIRECTORS AND THE PERFORMANCE OF CHAIRMAN. THE DIRECTORS EVALUATION WAS BROADLY BASED ON PARAMETERS SUCH AS, MEETING THE EXPECTATION OF STAKEHOLDERS, GUIDANCE AND REVIEW OF CORPORATE STRATEGY/ RISKS, PARTICIPATION, DIRECTOR’S CONTRIBUTION TO THE BOARD OF DIRECTORS AND COMMITTEE MEETINGS, INCLUDING PREPAREDNESS ON THE ISSUES TO BE DISCUSSED AS WELL AS MEANINGFUL AND CONSTRUCTIVE CONTRIBUTION AND INPUTS DURING THE MEETING AND ATTENDANCE AT BOARD / COMMITTEE MEETINGS, INTERPERSONAL SKILLS. THE PERFORMANCE EVALUATION OF THE CHAIRMAN OF THE COMPANY WAS UNDERTAKEN BY THE INDEPENDENT DIRECTORS TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE DIRECTORS AND NON –EXECUTIVE DIRECTORS. THE CHAIRMAN WAS EVALUATED ON THE KEY ASPECTS OF HIS ROLE, HIS CONTRIBUTION TO ENSUING CORPORATE GOVERNANCE, LEADERSHIP QUALITIES, DECISION IMPLEMENTATION, UNDERSTANDING OF MARKET AND INDUSTRY SCENARIO ETC. THE INDEPENDENT DIRECTORS ALSO ASSESSED THE QUALITY, QUANTITY AND TIMELINESS OF FLOW OF INFORMATION BETWEEN THE COMPANY’S MANAGEMENT AND THE BOARD. |
| THE BOARD OF DIRECTORS, UPON RECOMMENDATION OF NOMINATION AND REMUNERATION COMMITTEE, HAVE DEVISED A POLICY FOR PERFORMANCE EVALUATION, WHICH INCLUDES CRITERIA FOR PERFORMANCE EVALUATION. IT REVIEWS THE PERFORMANCE EVALUATION CRITERIA ANNUALLY IN ACCORDANCE WITH REGULATION 4(2)(F)(II)(9) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, AS AMENDED FROM TIME TO TIME. THE NOMINATION AND REMUNERATION COMMITTEE ACCORDINGLY CARRIES OUT AN ANNUAL EVALUATION OF BOARD’S PERFORMANCE, AND THE PERFORMANCE OF ITS COMMITTEES AS WELL AS INDIVIDUAL DIRECTORS (BOTH EXECUTIVE AND NON – EXECUTIVE/ INDEPENDENT DIRECTORS) IN ACCORDANCE WITH SECTION 178(2) OF THE COMPANIES ACT, 2013. THIS INVOLVES RECEIVING INPUTS FROM ALL COMMITTEE MEMBERS. THE BOARD EVALUATES THE PERFORMANCE OF INDEPENDENT DIRECTORS, PURSUANT TO REGULATION 17(10) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 READ WITH SCHEDULE IV TO THE COMPANIES ACT, 2013. PURSUANT TO THE PROVISIONS OF THE SECTION 178(2) OF THE COMPANIES ACT, 2013 AND SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, THE FORMAL ANNUAL EVALUATION WAS ALSO CARRIED OUT FOR THE BOARD’S PERFORMANCE, ITS COMMITTEES & INDIVIDUAL DIRECTORS. A STRUCTURED PERFORMANCE EVALUATION FORM WAS PREPARED AFTER TAKING INTO CONSIDERATION INPUTS RECEIVED FROM THE DIRECTORS AND ON THE BASIS OF THE EVALUATION CRITERIA LAID DOWN BY NOMINATION AND REMUNERATION COMMITTEE AND AS REVIEWED AND APPROVED BY THE BOARD OF DIRECTORS, COVERING VARIOUS ASPECTS OF THE BOARD’S FUNCTIONING INCLUDING ADEQUACY OF THE COMPOSITION OF THE BOARD AND ITS COMMITTEES, BOARD CULTURE, EXECUTION AND PERFORMANCE OF SPECIFIC DUTIES, OBLIGATIONS AND GOVERNANCE, THE EFFECTIVENESS OF ITS PROCESSES, INFORMATION, FLOW OF INFORMATION OR INSTRUCTIONS AND ITS FUNCTIONING. A SEPARATE MEETING OF INDEPENDENT DIRECTORS WAS HELD TO REVIEW THE PERFORMANCE OF NON-INDEPENDENT DIRECTORS, THE PERFORMANCE OF THE BOARD OF DIRECTORS AND THE PERFORMANCE OF CHAIRMAN. THE DIRECTORS EVALUATION WAS BROADLY BASED ON PARAMETERS SUCH AS, MEETING THE EXPECTATION OF STAKEHOLDERS, GUIDANCE AND REVIEW OF CORPORATE STRATEGY/ RISKS, PARTICIPATION, DIRECTOR’S CONTRIBUTION TO THE BOARD OF DIRECTORS AND COMMITTEE MEETINGS, INCLUDING PREPAREDNESS ON THE ISSUES TO BE DISCUSSED AS WELL AS MEANINGFUL AND CONSTRUCTIVE CONTRIBUTION AND INPUTS DURING THE MEETING AND ATTENDANCE AT BOARD / COMMITTEE MEETINGS, INTERPERSONAL SKILLS. THE PERFORMANCE EVALUATION OF THE CHAIRMAN OF THE COMPANY WAS UNDERTAKEN BY THE INDEPENDENT DIRECTORS TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE DIRECTORS AND NON –EXECUTIVE DIRECTORS. THE CHAIRMAN WAS EVALUATED ON THE KEY ASPECTS OF HIS ROLE, HIS CONTRIBUTION TO ENSURING CORPORATE GOVERNANCE, LEADERSHIP QUALITIES, DECISION IMPLEMENTATION, UNDERSTANDING OF MARKET AND INDUSTRY SCENARIO ETC. THE INDEPENDENT DIRECTORS ALSO ASSESSED THE QUALITY, QUANTITY AND TIMELINESS OF FLOW OF INFORMATION BETWEEN THE COMPANY’S MANAGEMENT AND THE BOARD. |