PURSUANT TO APPLICABLE PROVISIONS OF THE ACT AND THE 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 FRAMEWORK IS MONITORED, REVIEWED AND UPDATED BY THE BOARD, IN CONSULTATION WITH THE NOMINATION AND REMUNERATION COMMITTEE, BASED ON NEED AND NEW COMPLIANCE REQUIREMENTS. EVALUATION OF THE BOARD AND ITS COMMITTEES IS BASED ON VARIOUS ASPECTS OF THEIR FUNCTIONING, SUCH AS, ADEQUACY OF THE CONSTITUTION AND COMPOSITION OF THE BOARD AND ITS COMMITTEES, MATTERS ADDRESSED IN THE MEETINGS, PROCESSES FOLLOWED AT THE MEETING, BOARD’S FOCUS, REGULATORY COMPLIANCES AND CORPORATE GOVERNANCE, ETC. SIMILARLY, FOR EVALUATION OF INDIVIDUAL DIRECTOR’S PERFORMANCE, VARIOUS PARAMETERS LIKE DIRECTOR’S PROFILE, CONTRIBUTION IN BOARD AND COMMITTEE MEETINGS, EXECUTION AND PERFORMANCE OF SPECIFIC DUTIES, OBLIGATIONS, REGULATORY COMPLIANCES AND GOVERNANCE, ETC. ARE CONSIDERED. FURTHER, THE PERFORMANCE OF CHAIRMAN, EXECUTIVE DIRECTORS AND INDEPENDENT DIRECTORS ARE EVALUATED ON CERTAIN ADDITIONAL PARAMETERS DEPENDING UPON THEIR ROLES AND RESPONSIBILITIES. FOR THE CHAIRMAN, THE CRITERIA INCLUDE LEADERSHIP, RELATIONSHIP WITH STAKEHOLDERS ETC., FOR THE EXECUTIVE DIRECTORS, THE CRITERIA INCLUDES EXECUTION OF BUSINESS PLANS, RISK MANAGEMENT, ACHIEVEMENT OF BUSINESS TARGETS, DEVELOPMENT OF PLANS AND POLICIES ALIGNED TO THE VISION AND MISSION OF THE COMPANY, ETC. SIMILARLY, CRITERIA FOR EVALUATION OF INDEPENDENT DIRECTORS INCLUDE EFFECTIVE DEPLOYMENT OF KNOWLEDGE AND EXPERTISE, COMMITMENT TO HIS/HER ROLE TOWARDS THE COMPANY AND VARIOUS STAKEHOLDERS, WILLINGNESS TO DEVOTE TIME AND EFFORTS TOWARDS HIS/HER ROLE, HIGH ETHICAL STANDARDS, ADHERENCE TO APPLICABLE CODES AND POLICIES, EFFECTIVE PARTICIPATION AND APPLICATION OF OBJECTIVE INDEPENDENT JUDGEMENT DURING MEETINGS, ETC. ACCORDINGLY, THE ANNUAL PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND EACH DIRECTOR WAS CARRIED OUT FOR FY 2023- 24 BY THE BOARD BY WAY OF ORAL EVALUATION THROUGH PERSONAL INTERACTION. THIS INCLUDED PERFORMANCE EVALUATION OF ALL THE INDEPENDENT DIRECTORS BY THE ENTIRE BOARD OF DIRECTORS EXCLUDING THE DIRECTOR BEING EVALUATED. ON THE BASIS OF PERFORMANCE EVALUATION DONE BY THE BOARD, IT DETERMINES WHETHER TO EXTEND OR CONTINUE THEIR TERM OF APPOINTMENT, WHENEVER THEIR RESPECTIVE TERM EXPIRES. THE INDEPENDENT DIRECTORS HAD MET SEPARATELY ON MARCH 28, 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. |