DURING THE YEAR UNDER REVIEW, AS MANDATED BY THE COMPANIES ACT, 2013 AND LISTING REGULATIONS, ANNUAL EVALUATION WAS CONDUCTED BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS AND THE INDEPENDENT DIRECTORS. AS PART OF THE EVALUATION PROCESS, INDIVIDUAL CRITERIA FOR EACH OF THE EXERCISE WAS FORMULATED. THE SAID CRITERIA SPECIFIED CERTAIN PARAMETERS LIKE ATTENDANCE, ACQUAINTANCE WITH BUSINESS, COMMUNICATION INTER SE BETWEEN BOARD MEMBERS, EFFECTIVE PARTICIPATION, DOMAIN KNOWLEDGE, COMPLIANCE WITH CODE OF CONDUCT, VISION AND STRATEGY, BENCHMARKS ESTABLISHED BY GLOBAL PEERS ETC., WHICH IS IN COMPLIANCE WITH APPLICABLE LAWS, REGULATIONS AND GUIDELINES. FROM THESE, FORMAL QUESTIONNAIRE LISTING VARIOUS PARAMETERS ON WHICH EACH OF THE CATEGORIES WERE REQUIRED TO BE EVALUATED WAS SHARED WITH EACH MEMBER OF THE BOARD / COMMITTEE / DIRECTOR. THEY WERE THEN REQUIRED TO RATE INDIVIDUALLY ON EACH OF THE PARAMETERS AND ALSO PROVIDE FEEDBACK BASED ON RATINGS. IN A SEPARATE MEETING OF INDEPENDENT DIRECTORS, PERFORMANCE OF NON-INDEPENDENT DIRECTORS, THE BOARD AS A WHOLE AND CHAIRMAN OF THE COMPANY WAS EVALUATED, TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE DIRECTORS AND NON-EXECUTIVE DIRECTORS. PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS WAS DONE BY THE ENTIRE BOARD, EXCLUDING THE INDEPENDENT DIRECTOR BEING EVALUATED. THE OUTCOME OF THE BOARD EVALUATION FOR THE FINANCIAL YEAR 2023-24 WAS DISCUSSED BY THE INDEPENDENT DIRECTORS/ BOARD/COMMITTEE. THE BOARD OF DIRECTORS OF THE COMPANY NOTED THE ACTIONS TAKEN IN IMPROVING BOARD EFFECTIVENESS BASED ON FEEDBACK GIVEN IN THE PREVIOUS YEAR. FURTHER, THE BOARD ALSO NOTED AREAS REQUIRING MORE FOCUS IN THE FUTURE, WHICH INCLUDE BOARD DIVERSITY, STRATEGY DISCUSSION ON SUCCESSION PLANNING, AND RISK MANAGEMENT. |