PURSUANT TO THE PROVISIONS OF THE COMPANIES ACT, 2013 AND SEBI (LODR) REGULATIONS, 2015, AN ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS HAS BEEN CARRIED OUT. THE NOMINATION & REMUNERATION COMMITTEE EVALUATED PERFORMANCE OF THE DIRECTORS INCLUDING INDEPENDENT DIRECTORS FOR THE FINANCIAL YEAR 2022-23 BASED ON THE PERFORMANCE RATING DOCUMENT SUBMITTED BY INDIVIDUAL DIRECTORS AND RECOMMENDED ITS REPORT TO THE BOARD. THEREAFTER, THE BOARD REVIEWED PERFORMANCE OF ITS OWN, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS INCLUDING INDEPENDENT DIRECTORS BASED ON THE PERFORMANCE RATING DOCUMENT SUBMITTED BY INDIVIDUAL DIRECTORS. THE ASSESSMENT IS CARRIED OUT BY MEANS OF A STRUCTURED QUESTIONNAIRE WITH RANKING. BASED ON THE REPORT, THE BOARD AND THE NOMINATION & REMUNERATION COMMITTEE HAS INFORMED THAT THE PERFORMANCE OF DIRECTORS INCLUDING INDEPENDENT DIRECTORS IS SATISFACTORY AND THEY ARE RECOMMENDED FOR CONTINUATION AS DIRECTORS OF THE COMPANY. THE CRITERIA FOR PERFORMANCE EVALUATION OF THE BOARD INCLUDE ASPECTS LIKE EXPERIENCE, PROPER MIX OF QUALIFICATIONS, SKILLS AND COMPETENCIES TO CONDUCT ITS AFFAIRS EFFECTIVELY, DIVERSITY, ITS ROLES AND RESPONSIBILITIES, ITS FUNCTIONS, EVALUATION OF RISKS, SETTING UP OF CORPORATE CULTURE AND VALUES, CONDUCT OF BOARD MEETINGS AND ITS EFFECTIVENESS, CORPORATE STRATEGY, BUSINESS PLANS, CORPORATE PERFORMANCE, ETC. THE CRITERIA FOR PERFORMANCE EVALUATION OF THE COMMITTEES INCLUDE ASPECTS LIKE STRUCTURE, MANDATE, COMPOSITION, INDEPENDENCE, WORKING PROCEDURES AND FUNCTIONS OF COMMITTEES AND EFFECTIVE CONTRIBUTION TO THE BOARD, ETC. THE CRITERIA FOR PERFORMANCE EVALUATION OF THE INDIVIDUAL DIRECTORS (INCLUDING INDEPENDENT DIRECTORS) INCLUDE ASPECTS LIKE QUALIFICATIONS, EXPERIENCE, COMPETENCY, PROFESSIONAL CONDUCT, SUFFICIENT UNDERSTANDING AND KNOWLEDGE OF THE ENTITY, FULFILLING OF FUNCTIONS, ACTIVE INITIATION WITH RESPECT TO VARIOUS AREAS, ATTENDANCE AT THE MEETINGS, CONTRIBUTION TO THE COMPANY AND BOARD MEETINGS, COMMITMENT TO THE BOARD, INTEGRITY, ETC., IN ADDITION, THE PERFORMANCE OF INDEPENDENT DIRECTORS IS EVALUATED ON ASPECTS SUCH AS HIS/HER INDEPENDENCE FROM THE COMPANY AND OTHER DIRECTORS, EXERCISE OF JUDGEMENT AND EXPRESSION OF OPINION, ETC. IN ADDITION, THE PERFORMANCE OF THE CHAIRMAN IS ALSO EVALUATED ON KEY ASPECTS OF HIS LEADERSHIP, DECISIVENESS, COMMITMENT TO THE BOARD, ROLES AND RESPONSIBILITIES, ETC. |