THE COMPANY HAS DEVISED A FORMAL PROCESS FOR ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS (“PERFORMANCE EVALUATION”) WHICH INCLUDE CRITERIA FOR PERFORMANCE EVALUATION OF NON-EXECUTIVE DIRECTORS AND EXECUTIVE DIRECTORS AS LAID DOWN BY THE NOMINATION AND REMUNERATION COMMITTEE AND THE BOARD OF DIRECTORS OF THE COMPANY. IT COVERS THE AREAS RELEVANT TO THE FUNCTIONING AS INDEPENDENT DIRECTORS OR OTHER DIRECTORS, MEMBER OF THE BOARD OR COMMITTEE OF THE BOARD. IN TERMS OF THE APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND SEBI LISTING REGULATIONS, THE NOMINATION & REMUNERATION COMMITTEE HAS CARRIED OUT AN ANNUAL PERFORMANCE EVALUATION OF BOARD OF DIRECTORS, OF BOARD’S COMMITTEES AND OF EACH BOARD MEMBER INDIVIDUALLY. THE PERFORMANCE OF THE COMMITTEES WAS EVALUATED BY THE NOMINATION & REMUNERATION COMMITTEE AFTER SEEKING INPUTS FROM THE COMMITTEE MEMBERS ON THE BASIS OF CRITERIA SUCH AS THE COMPOSITION OF COMMITTEES, EFFECTIVENESS, STRUCTURE & INDEPENDENCE OF COMMITTEES, CONTRIBUTION TO DECISIONS OF THE BOARD ETC. THE PERFORMANCE OF THE BOARD WAS EVALUATED ON THE BASIS OF VARIOUS CRITERIA SUCH AS THE BOARD COMPOSITION AND STRUCTURE, EFFECTIVENESS OF BOARD PROCESSES, INFORMATION AND FUNCTIONING, ROLE & RESPONSIBILITIES AND STRATEGY & PERFORMANCE, GOVERNANCE & COMPLIANCE ETC. THE BOARD AND THE NOMINATION AND REMUNERATION COMMITTEE REVIEWED THE PERFORMANCE OF THE INDIVIDUAL DIRECTORS ON THE BASIS OF LAID DOWN CRITERIA. INDEPENDENT DIRECTORS OF THE COMPANY HAD, IN THEIR SEPARATE MEETING HELD ON 28TH OCTOBER, 2023, REVIEWED THE PERFORMANCE OF NONINDEPENDENT DIRECTORS, THE BOARD AS A WHOLE AND MANAGING DIRECTOR OF THE COMPANY, TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE AND NON- EXECUTIVE DIRECTORS. FURTHER, THE INDEPENDENT DIRECTORS HOLD UNANIMOUS OPINION THAT THE NON-INDEPENDENT DIRECTORS AS WELL AS THE CHAIRMAN BRING TO THE BOARD, ABUNDANT KNOWLEDGE IN THEIR RESPECTIVE FIELD AND ARE EXPERTS IN THEIR AREAS. BESIDES, THEY ARE INSIGHTFUL, CONVINCING, ASTUTE, WITH A KEEN SENSE OF OBSERVATION AND HAVE A DEEP KNOWLEDGE OF INDUSTRY. THEY HAVE BEEN PERFORMING REASONABLY WELL, UNDER THE PREVAILING CIRCUMSTANCES. |