PURSUANT TO THE PROVISIONS OF THE COMPANIES ACT, 2013 AND SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 (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, CSR, AND OTHER COMMITTEES OF THE BOARD. AT THE BOARD MEETING, A THOROUGH DISCUSSION WAS HELD ON ALL PERTINENT FACTORS ESSENTIAL FOR EVALUATING THE PERFORMANCE OF INDIVIDUAL DIRECTORS, THE BOARD, AND ITS VARIOUS COMMITTEES. A STRUCTURED QUESTIONNAIRE, IN LINE WITH SEBI’S CIRCULAR, WAS METICULOUSLY PREPARED BY THE NOMINATION & REMUNERATION COMMITTEE AND RECOMMENDED TO THE BOARD. THIS QUESTIONNAIRE FACILITATED THE EVALUATION OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS. INPUTS FROM DIRECTORS WERE CONSIDERED, COVERING VARIOUS ASPECTS OF THE BOARD’S FUNCTIONING, INCLUDING THE ADEQUACY OF ITS COMPOSITION, EXECUTION OF SPECIFIC DUTIES, OBLIGATIONS, AND GOVERNANCE. WHILST EVALUATING THE PERFORMANCE OF INDIVIDUAL DIRECTORS, INCLUDING THE CHAIRMAN OF THE BOARD, PARAMETERS SUCH AS ENGAGEMENT LEVEL, CONTRIBUTION, INDEPENDENCE OF JUDGMENT, KNOWLEDGE, AND PERSPECTIVE FOR DISCUSSION WERE CONSIDERED, ALONG WITH THE SAFEGUARDING OF THE COMPANY’S INTERESTS AND THOSE OF ITS MINORITY SHAREHOLDERS. THE EVALUATION OF INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE ENTIRE BOARD, EXCLUDING THE DIRECTOR UNDER EVALUATION, ENSURING THEIR INDEPENDENCE FROM MANAGEMENT. THE PERFORMANCE EVALUATION OF THE CHAIRMAN AND NON-INDEPENDENT DIRECTORS WAS CONDUCTED BY THE INDEPENDENT DIRECTORS IN A SEPARATE MEETING. OVERALL, THE DIRECTORS EXPRESSED SATISFACTION WITH THE EVALUATION PROCESS. |