PURSUANT TO APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 READ WITH THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015) ("LISTING REGULATIONS’), THE BOARD, IN CONSULTATION WITH ITS NOMINATION & REMUNERATION COMMITTEE, HAS FORMULATED A FRAMEWORK CONTAINING, INTER-ALIA, THE CRITERIA FOR PERFORMANCE EVALUATION OF THE ENTIRE BOARD OF THE COMPANY, ITS COMMITTEES AND INDIVIDUAL DIRECTORS, INCLUDING INDEPENDENT DIRECTORS. A STRUCTURED QUESTIONNAIRE, COVERING VARIOUS ASPECTS OF THE FUNCTIONING OF THE BOARD AND ITS COMMITTEE, SUCH AS, ADEQUACY OF THE CONSTITUTION AND COMPOSITION OF THE BOARD AND ITS COMMITTEES, MATTERS ADDRESSED IN THE BOARD AND COMMITTEE MEETINGS, PROCESSES FOLLOWED AT THE MEETING, BOARD'S FOCUS, REGULATORY COMPLIANCES AND CORPORATE GOVERNANCE, ETC., IS IN PLACE. SIMILARLY, FOR EVALUATION OF INDIVIDUAL DIRECTOR'S PERFORMANCE, THE QUESTIONNAIRE COVERING VARIOUS ASPECTS LIKE HIS/HER PROFILE, CONTRIBUTION IN BOARD AND COMMITTEE MEETINGS, EXECUTION AND PERFORMANCE OF SPECIFIC DUTIES, OBLIGATIONS, REGULATORY COMPLIANCES AND GOVERNANCE, ETC., IS ALSO IN PLACE. BOARD MEMBERS HAD SUBMITTED THEIR RESPONSE FOR EVALUATING THE ENTIRE BOARD, RESPECTIVE COMMITTEES OF WHICH THEY ARE MEMBERS AND OF THEIR PEER BOARD MEMBERS, INCLUDING CHAIRMAN OF THE BOARD. THE INDEPENDENT DIRECTORS HAD A SEPARATE MEETING HELD ON 14.02.2023. NO DIRECTORS OTHER THAN INDEPENDENT DIRECTORS HAD ATTENDED THIS MEETING. INDEPENDENT DIRECTORS 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 PERFORMANCE EVALUATION OF ALL THE INDEPENDENT DIRECTORS HAVE BEEN DONE BY THE ENTIRE BOARD, EXCLUDING THE DIRECTOR BEING EVALUATED. ON THE BASIS OF PERFORMANCE EVALUATION DONE BY THE BOARD, IT SHALL BE DETERMINED WHETHER TO EXTEND OR CONTINUE THEIR TERM OF APPOINTMENT, WHENEVER THE RESPECTIVE TERM EXPIRES. THE DIRECTORS EXPRESSED THEIR SATISFACTION WITH THE EVALUATION PROCESS. |