THE NOMINATION AND REMUNERATION COMMITTEE (NRC) OF THE BOARD REASSESSED THE FRAMEWORK, METHODOLOGY AND CRITERIA FOR EVALUATING THE PERFORMANCE OF THE BOARD AS A WHOLE, INCLUDING BOARD COMMITTEE(S), AS WELL AS PERFORMANCE OF EACH DIRECTOR(S) / CHAIRMAN AND CONFIRMED THAT THE EXISTING EVALUATION PARAMETERS ARE IN COMPLIANCE WITH THE REQUIREMENTS AS PER SEBI GUIDANCE NOTE DATED JANUARY 5, 2017 ON BOARD EVALUATION. THE EXISTING PARAMETERS INCLUDES EFFECTIVENESS OF THE BOARD AND ITS COMMITTEES, DECISION MAKING PROCESS, DIRECTORS / MEMBERS PARTICIPATION, GOVERNANCE, INDEPENDENCE, QUALITY AND CONTENT OF AGENDA PAPERS, TEAM WORK, FREQUENCY OF MEETINGS, DISCUSSIONS AT MEETINGS, CORPORATE CULTURE, CONTRIBUTION, ROLE OF THE CHAIRMAN AND MANAGEMENT OF CONFLICT OF INTEREST. BASIS THESE PARAMETERS AND GUIDANCE NOTE ON BOARD EVALUATION ISSUED BY SEBI, THE NRC HAD REVIEWED AT LENGTH THE PERFORMANCE OF EACH DIRECTOR INDIVIDUALLY AND EXPRESSED SATISFACTION ON THE PROCESS OF EVALUATION AND THE PERFORMANCE OF EACH DIRECTOR. THE PERFORMANCE EVALUATION OF THE BOARD AS A WHOLE AND ITS COMMITTEES NAMELY AUDIT COMMITTEE, NOMINATION & REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE AS WELL AS THE PERFORMANCE OF EACH DIRECTOR INDIVIDUALLY, INCLUDING THE CHAIRMAN WAS CARRIED OUT BY THE ENTIRE BOARD OF DIRECTORS. DURING THE YEAR UNDER REVIEW, SEPARATE MEETING OF THE INDEPENDENT DIRECTORS WAS HELD ON FEBRUARY 14, 2024, WITHOUT THE ATTENDANCE OF NON – INDEPENDENT DIRECTORS AND THE MEMBERS OF THE COMPANY MANAGEMENT. THE PERFORMANCE EVALUATION OF THE CHAIRMAN, VICE – CHAIRMAN, EXECUTIVE DIRECTORS AND NON – EXECUTIVE DIRECTOR WAS CARRIED OUT BY THE INDEPENDENT DIRECTORS IN THEIR MEETING HELD ON FEBRUARY 14, 2024. THE DIRECTORS EXPRESSED THEIR SATISFACTION WITH THE EVALUATION PROCESS. ALSO, THE CHAIRMAN OF THE COMPANY, ON A PERIODIC BASIS, HAS HAD ONE – TO – ONE DISCUSSION WITH THE DIRECTORS FOR THEIR VIEWS ON THE FUNCTIONING OF THE BOARD AND THE COMPANY, INCLUDING DISCUSSIONS ON LEVEL OF ENGAGEMENT AND CONTRIBUTION, INDEPENDENCE OF JUDGMENT, SAFEGUARDING THE INTEREST OF THE COMPANY AND ITS MINORITY SHAREHOLDERS AND IMPLEMENTATION OF THE SUGGESTIONS OFFERED BY DIRECTORS EITHER INDIVIDUALLY OR COLLECTIVELY DURING DIFFERENT BOARD / COMMITTEE MEETINGS. |