IN COMPLIANCE WITH THE PROVISIONS OF THE COMPANIES ACT, 2013, THE SEBI (LODR) REGULATIONS, 2015 AND GUIDANCE NOTE ON BOARD EVALUATION ISSUED BY SEBI, THE NOMINATION AND REMUNERATION COMMITTEE OF THE BOARD OF DIRECTORS OF THE COMPANY HAS CARRIED OUT A FORMAL ANNUAL EVALUATION OF THE BOARD AS A WHOLE, ITS COMMITTEES AND ALL THE INDIVIDUAL DIRECTORS. FURTHER, THE BOARD OF DIRECTORS HAVE ALSO CARRIED OUT THE EVALUATION OF THE BOARD AS A WHOLE, ITS COMMITTEES, CHAIRMAN OF THE BOARD AND ALL THE INDIVIDUAL AND INDEPENDENT DIRECTORS ON THE BOARD. THE PERFORMANCE EVALUATION OF THE BOARD AND ITS COMMITTEES WAS MADE AFTER SEEKING INPUTS FROM ALL THE DIRECTORS OF THE COMPANY ON THE BASIS OF EFFECTIVENESS OF BOARD PROCESSES, INFORMATION AND FUNCTIONING, DEGREE OF FULFILLMENT OF KEY RESPONSIBILITIES TOWARDS STAKEHOLDERS, GOVERNANCE ISSUES, EFFECTIVENESS OF CONTROL SYSTEM IN IDENTIFYING MATERIAL RISKS AND REPORTING OF MATERIAL VIOLATIONS OF POLICIES AND LAW, BOARD/COMMITTEES STRUCTURE, COMPOSITION AND ROLE CLARITY, EXPERIENCE AND COMPETENCIES, ESTABLISHMENT AND DELINEATION OF RESPONSIBILITIES TO COMMITTEES, FREQUENCY OF MEETINGS, CIRCULATION OF AGENDA OF THE MEETINGS, RECORDING OF MINUTES, ADHERENCE TO LAW, BOARD/COMMITTEE CULTURE AND DYNAMICS, QUALITY OF RELATIONSHIP BETWEEN BOARD MEMBERS AND THE MANAGEMENT, EFFICACY OF COMMUNICATION WITH EXTERNAL STAKEHOLDERS, ETC. THE BOARD AND THE NOMINATION AND REMUNERATION COMMITTEE (NRC) OF THE COMPANY EVALUATED THE PERFORMANCE OF INDIVIDUAL DIRECTORS (INCLUDING INDEPENDENT DIRECTORS) BASED ON CRITERIA SUCH AS QUALIFICATIONS, EXPERIENCE, KNOWLEDGE AND COMPETENCY, FULFILLMENT OF FUNCTIONS AND INTEGRITY INCLUDING ADHERENCE TO CODE OF CONDUCT AND CODE OF INDEPENDENT DIRECTORS OF THE COMPANY, SAFEGUARDING OF THE CONFIDENTIAL INFORMATION AND OF INTEREST OF WHISTLE BLOWERS UNDER VIGIL MECHANISM, COMPLIANCE WITH POLICIES AND DISCLOSURES OF INTEREST AND FULFILLMENT OF OTHER OBLIGATIONS IMPOSED BY THE LAW, CONTRIBUTION AND INITIATIVE, AVAILABILITY, ATTENDANCE, PARTICIPATION AND ABILITY TO FUNCTION AS A TEAM, COMMITMENT, INDEPENDENCE, INDEPENDENT VIEWS AND JUDGEMENT AND GUIDANCE/SUPPORT TO MANAGEMENT OUTSIDE BOARD, ETC. A SEPARATE MEETING OF THE INDEPENDENT DIRECTORS (“ANNUAL ID MEETING”) WAS CONVENED ON 18.03.2023, WHICH REVIEWED THE PERFORMANCE OF THE BOARD (AS A WHOLE), THE NON-INDEPENDENT DIRECTORS AND THE CHAIRMAN AND THE QUALITY, QUANTITY AND TIMELINESS OF FLOW OF INFORMATION BETWEEN THE COMPANY, MANAGEMENT AND THE BOARD, THAT IS NECESSARY FOR THE BOARD TO EFFECTIVELY AND REASONABLY PERFORM THEIR DUTIES. POST THE ANNUAL ID MEETING, THE COLLECTIVE FEEDBACK OF EACH OF THE INDEPENDENT DIRECTORS WAS DISCUSSED BY THE CHAIRMAN OF THE NOMINATION AND REMUNERATION COMMITTEE WITH THE BOARD’S CHAIRMAN COVERING PERFORMANCE OF THE BOARD AS A WHOLE; PERFORMANCE OF THE NON-INDEPENDENT DIRECTORS AND PERFORMANCE OF THE BOARD’S CHAIRMAN. |