IN LINE WITH THE CORPORATE GOVERNANCE GUIDELINES OF YOUR COMPANY, ANNUAL PERFORMANCE EVALUATION WAS CONDUCTED FOR ALL THE BOARD MEMBERS, FOR INDIVIDUAL DIRECTOR INCLUDING INDEPENDENT DIRECTORS, ITS COMMITTEES AND CHAIRMAN OF THE BOARD. THIS EVALUATION WAS LED BY THE BOARD AS A WHOLE ON THE BASIS OF THE PARAMETERS PROVIDED IN THE EVALUATION FRAMEWORK AS APPROVED BY THE NOMINATION AND REMUNERATION COMMITTEE AND THE BOARD OF DIRECTOR. THE BOARD EVALUATION FRAMEWORK HAS BEEN DESIGNED IN COMPLIANCE WITH THE REQUIREMENTS UNDER THE COMPANIES ACT, 2013 AND THE LISTING REGULATIONS, AND IN ACCORDANCE WITH THE GUIDANCE NOTE ON BOARD EVALUATION ISSUED BY SEBI IN JANUARY 2017. THE BOARD EVALUATION WAS CONDUCTED THROUGH QUESTIONNAIRE DESIGNED WITH QUALITATIVE PARAMETERS AND FEEDBACK BASED ON RATINGS. EVALUATION OF THE BOARD WAS BASED ON CRITERIA’S SUCH AS COMPOSITION, SKILLS/EXPERTISE, BASIS OF APPOINTMENT, FREQUENCY OF THE MEETINGS, WORK ATMOSPHERE, REVIEWING THE PERFORMANCE OF THE COMPANY AND ROLE OF THE BOARD, BOARD COMMUNICATION AND RELATIONSHIPS, FUNCTIONING OF BOARD COMMITTEES, ADEQUACY AND TIMELINESS OF THE AGENDA AND MINUTES CIRCULATED, COMPREHENSIVENESS OF THE DISCUSSIONS AND CONSTRUCTIVE FUNCTIONING OF THE COMMITTEES, REVIEW OF PERFORMANCE OF EXECUTIVE DIRECTORS, GRIEVANCE REDRESSAL MECHANISM, MONITORING GOVERNANCE AND COMPLIANCE ISSUES. EVALUATION OF COMMITTEES WAS BASED ON CRITERIA’S SUCH AS COMPOSITION, ADEQUATE INDEPENDENCE OF EACH COMMITTEE, FREQUENCY OF MEETINGS, EFFECTIVE INTERACTIONS AND DECISIONS, EFFECTIVE PARTICIPATION IN THE DECISION MAKING, AWARENESS OF ROLES, RESPONSIBILITIES AND TERMS OF REFERENCE OF EACH OF THE COMMITTEE, AND CONTRIBUTION TO THE DECISIONS OF THE BOARD, ETC. EVALUATION OF DIRECTORS WAS BASED ON CRITERIA’S SUCH AS QUALIFICATION & EXPERIENCE, PARTICIPATION AND CONTRIBUTION IN BOARD AND COMMITTEE MEETINGS, EXTERNAL KNOWLEDGE FOR DISCUSSION, ATTENDANCE AT THE MEETINGS OF THE BOARD, VIEWS ON DISCUSSION MADE AT THE MEETINGS OF THE BOARD AND THE COMMITTEE, LEVEL OF CONFIDENTIALITY MAINTAINED AT EACH LEVEL OF MANAGEMENT, ETC. IN VIEW OF THE ABOVE THE COMPANY CONDUCTED A FORMAL BOARD EFFECTIVENESS REVIEW AS A PART OF ITS EFFORTS TO EVALUATE, IDENTIFY IMPROVEMENTS AND THUS ENHANCE THE EFFECTIVENESS OF THE BOARD OF DIRECTORS, ITS COMMITTEES AND INDIVIDUAL DIRECTOR. IN A SEPARATE MEETING OF INDEPENDENT DIRECTORS HELD ON MARCH 29, 2023 PERFORMANCE OF NON-INDEPENDENT DIRECTORS, PERFORMANCE OF THE BOARD AS A WHOLE AND PERFORMANCE OF THE CHAIRPERSON OF THE COMPANY WAS EVALUATED, AND THE EVALUATION REPORT WAS PLACED AT THE BOARD MEETING HELD ON MAY 26, 2023. THE PERFORMANCE EVALUATION OF EACH OF BOARD, ITS COMMITTEES AND THE INDIVIDUAL DIRECTORS FOR THE YEAR 2022- 2023 WAS DONE AT THE MEETING OF THE BOARD HELD ON MAY 26, 2023 AND THE EVALUATION REPORT WAS PLACED BEFORE THE BOARD OF DIRECTORS AT THEIR MEETING HELD SUBSEQUENTLY AFTER THE MEETING AT WHICH THE EVALUATION WAS CONDUCTED. PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS WAS DONE BY THE ENTIRE BOARD, EXCLUDING THE INDEPENDENT DIRECTORS BEING EVALUATED. THE DIRECTORS WERE SATISFIED WITH THE EVALUATION RESULTS, WHICH REFLECTED THE OVERALL ENGAGEMENT OF THE INDIVIDUAL DIRECTORS, THE BOARD AS A WHOLE AND ITS COMMITTEES WITH THE COMPANY. |