PURSUANT TO APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND THE SEBI LISTING REGULATIONS, THE BOARD, IN CONSULTATION WITH ITS NOMINATION & REMUNERATION COMMITTEE, HAS FORMULATED A FRAMEWORK CONTAINING, INTER-ALIA, THE PROCESS, FORMAT, ATTRIBUTES, AND CRITERIA FOR PERFORMANCE EVALUATION OF THE ENTIRE BOARD OF THE COMPANY, ITS COMMITTEES AND INDIVIDUAL DIRECTORS, INCLUDING INDEPENDENT DIRECTORS. THE EVALUATION PROCESS INTER ALIA CONSIDERS ATTENDANCE OF DIRECTORS AT BOARD AND COMMITTEE MEETINGS, ACQUAINTANCE WITH BUSINESS, COMMUNICATING INTER SE BOARD MEMBERS, EFFECTIVE PARTICIPATION, DOMAIN KNOWLEDGE, COMPLIANCE WITH CODE OF CONDUCT, VISION AND STRATEGY, ETC., WHICH COMPLIES WITH APPLICABLE LAWS, REGULATIONS, AND GUIDELINES. THE PERFORMANCE OF EACH COMMITTEE WAS EVALUATED BY THE BOARD, BASED ON THE REPORT OF EVALUATION RECEIVED FROM RESPECTIVE BOARD COMMITTEES. THE CRITERIA FOR PERFORMANCE EVALUATION ARE BROADLY BASED ON THE GUIDANCE NOTE ISSUED BY SEBI ON BOARD EVALUATION WHICH INCLUDED ASPECTS SUCH AS THE STRUCTURE AND COMPOSITION OF COMMITTEES, THE EFFECTIVENESS OF COMMITTEE MEETINGS, ETC. BOARD EVALUATION PROCESSES, INCLUDING IN RELATION TO THE CHAIRMAN, INDIVIDUAL DIRECTORS, AND COMMITTEES, CONSTITUTE A POWERFUL AND VALUABLE FEEDBACK MECHANISM TO IMPROVE BOARD EFFECTIVENESS, MAXIMIZE STRENGTHS, AND HIGHLIGHT AREAS FOR FURTHER DEVELOPMENT.THE CRITERIA FOR EVALUATION OF PERFORMANCE HAS BEEN DISCLOSED IN THE POLICY FOR EVALUATION OF THE BOARD OF DIRECTORS THE PERFORMANCE EVALUATION IS CONDUCTED IN THE FOLLOWING MANNER: PERFORMANCE EVALUATION OF THE BOARD, CHAIRMAN, MANAGING DIRECTOR, NON-EXECUTIVE DIRECTOR, AND EXECUTIVE DIRECTOR IS CONDUCTED BY THE INDEPENDENT DIRECTORS; PERFORMANCE EVALUATION OF THE COMMITTEE IS CONDUCTED BY THE BOARD OF DIRECTORS; THE PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS IS CONDUCTED BY THE ENTIRE BOARD OF DIRECTORS. THE INDEPENDENT DIRECTORS MET SEPARATELY ON JANUARY 23, 2024, WITHOUT THE PRESENCE OF NON-INDEPENDENT DIRECTORS AND THE MEMBERS OF MANAGEMENT AND DISCUSSED, INTER-ALIA, THE PERFORMANCE OF NON- INDEPENDENT DIRECTORS AND BOARD AS A WHOLE AND THE PERFORMANCE OF THE CHAIRMAN OF THE COMPANY AFTER TAKING INTO CONSIDERATION THE VIEWS OF EXECUTIVE AND NON-EXECUTIVE DIRECTORS. THE DIRECTORS EXPRESSED THEIR SATISFACTION WITH THE EVALUATION PROCESS. THE BOARD OF DIRECTORS OF THE COMPANY IS OF THE OPINION THAT ALL THE INDEPENDENT DIRECTORS OF THE COMPANY POSSESS THE HIGHEST STANDARD OF INTEGRITY, RELEVANT EXPERTISE, AND EXPERIENCE REQUIRED TO BEST SERVE THE INTEREST OF THE COMPANY. |