PURSUANT TO THE PROVISIONS OF THE COMPANIES ACT, 2013 READ WITH RULES MADE THEREUNDER AND PROVISIONS OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, THE BOARD CARRIED OUT THE ANNUAL PERFORMANCE EVALUATION OF ITS OWN PERFORMANCE, AS WELL AS THE EVALUATION OF THE WORKING OF ITS AUDIT, NOMINATION AND REMUNERATION AND STAKEHOLDERS RELATIONSHIP COMMITTEES. THE EVALUATION TOOK INTO CONSIDERATION INPUTS RECEIVED FROM THE DIRECTORS, COVERING VARIOUS ASPECTS OF THE BOARD’S FUNCTIONING SUCH AS ADEQUACY OF THE COMPOSITION OF THE BOARD AND ITS COMMITTEES, BOARD CULTURE, EXECUTION AND PERFORMANCE OF SPECIFIC DUTIES, OBLIGATIONS AND GOVERNANCE THE COMPANY AND ITS STAKEHOLDERS. IT WAS OBSERVED THAT THE BOARD PLAYED A VITAL ROLE IN FORMULATION AND MONITORING OF POLICIES.THE EVALUATION IN RESPECT OF THE COMMITTEES TOOK INTO CONSIDERATION INPUTS RECEIVED FROM THE DIRECTORS, COVERING VARIOUS ASPECTS OF THE COMMITTEES FUNCTIONING SUCH AS, THE AMOUNT OF RESPONSIBILITY DELEGATED BY THE BOARD TO EACH OF THE COMMITTEES IS APPROPRIATE, THE COMMITTEES TAKE EFFECTIVE AND PROACTIVE MEASURES TO PERFORM ITS FUNCTIONS, THE REPORTING BY EACH OF THE COMMITTEES TO THE BOARD IS SUFFICIENT. IT WAS OBSERVED THAT THE BOARD HAD CONSTITUTED SUFFICIENT COMMITTEES WHEREVER REQUIRED WITH WELL-DEFINED TERMS OF REFERENCE WHOSE COMPOSITION WAS IN COMPLIANCE WITH THE LEGAL REQUIREMENT AND THEIR PERFORMANCE REVIEWED PERIODICALLY. IT WAS FOUND THAT THE COMMITTEES GAVE EFFECTIVE SUGGESTION AND RECOMMENDATION TO THE BOARD. THE EVALUATION OF INDIVIDUAL DIRECTOR WAS MADE TAKING INTO CONSIDERATION INPUTS RECEIVED FROM THE DIRECTORS, COVERING VARIOUS ASPECTS SUCH AS THE DIRECTORS UNDERSTAND THEIR DUTIES, RESPONSIBILITIES, QUALIFICATIONS, DISQUALIFICATIONS AND LIABILITIES AS A DIRECTOR, THE DIRECTORS ARE FAMILIAR WITH THE COMPANY’S VISION, POLICIES, VALUES AND CODE OF CONDUCT, THEY HAVE ADEQUATE KNOWLEDGE OF THE COMPANY’S KEY OPERATIONS, FINANCIAL CONDITION, KEY DEVELOPMENTS AND ABREAST WITH THE LATEST DEVELOPMENTS AND FACTORS AFFECTING THE BUSINESS OF THE COMPANY AND THE SECTOR AS A WHOLE. IT WAS OBSERVED THAT THE DIRECTORS UNDERSTOOD THE GOVERNANCE, REGULATORY, LEGAL, FINANCIAL, FIDUCIARY AND ETHICAL REQUIREMENTS OF THE BOARD, ATTENDED ALL BOARD/COMMITTEE MEETINGS WELL PREPARED AND PARTICIPATED IN THE MEETINGS CONSTRUCTIVELY BY PROVIDING INPUTS AND SUGGESTIONS TO THE MANAGEMENT/BOARD IN AREAS OF THEIR DOMAIN EXPERTISE.THE PERFORMANCE EVALUATION OF THE CHAIRMAN AND THE NON INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE INDEPENDENT DIRECTORS AT A SEPARATE MEETING HELD ON MARCH 7, 2023. THE EVALUATION ALSO ASSESSED THE QUALITY, QUANTITY AND TIMELINESS OF THE FLOW OF INFORMATION BETWEEN THE MANAGEMENT AND THE BOARD THAT IS NECESSARY FOR IT TO EFFECTIVELY AND REASONABLY PERFORM ITS DUTIES. A SEPARATE EXERCISE WAS CARRIED OUT TO EVALUATE THE PERFORMANCE OF INDIVIDUAL DIRECTORS INCLUDING THE CHAIRMAN OF THE BOARD, WHO WERE EVALUATED ON PARAMETERS SUCH AS LEVEL OF ENGAGEMENT AND CONTRIBUTION, INDEPENDENCE OF JUDGMENT, SAFEGUARDING THE INTEREST OF THE COMPANY ETC. THE CHAIRMAN AND THE NON-INDEPENDENT DIRECTORS DISCHARGED THEIR RESPONSIBILITIES IN AN EFFECTIVE MANNER.THE BOARD EVALUATED THE PERFORMANCE OF INDEPENDENT DIRECTORS CONSIDERING VARIOUS PARAMETERS SUCH AS THEIR FAMILIARITY WITH THE COMPANY’S VISION, POLICIES, VALUES, CODE OF CONDUCT, THEIR ATTENDANCE AT BOARD AND COMMITTEE MEETINGS, WHETHER THEY PARTICIPATE IN THE MEETINGS CONSTRUCTIVELY BY PROVIDING INPUTS AND PROVIDE SUGGESTIONS TO THE MANAGEMENT/BOARD IN AREAS OF DOMAIN EXPERTISE, WHETHER THEY SEEK CLARIFICATIONS BY RAISING APPROPRIATE ISSUES ON THE PRESENTATIONS MADE BY THE MANAGEMENT/REPORTS PLACED BEFORE THE BOARD, PRACTICE CONFIDENTIALITY, WHETHER THE DIRECTOR IS A TEAM PLAYER AND CONSIDERS THE VIEWS OF THE OTHER MEMBERS, ENGAGES WITH THE SENIOR MANAGEMENT PERSONNEL AS AND WHEN REQUIRED, UNDERSTANDS THE GOVERNANCE, REGULATORY, LEGAL, FINANCIAL, FIDUCIARY AND ETHICAL REQUIREMENTS OF THE BOARD. THE DIRECTORS TOOK ADVANTAGE OF OPPORTUNITY TO UPGRADE SKILLS BY REGULARLY ATTENDING FAMILIARIZATION PROGRAMMES. ALL THE DIRECTORS HAVE DISCHARGED THEIR RESPONSIBILITIES IN AN EFFECTIVE MANNER. |