| THE NOMINATION AND REMUNERATION COMMITTEE HAS DEVISED A CRITERIA FOR EVALUATION OF THE PERFORMANCE OF THE DIRECTORS INCLUDING THE INDEPENDENT DIRECTORS. THE SAID CRITERIA PROVIDE SPECIFIC CRITERIA FOR INDEPENDENT DIRECTORS SUCH AS EFFECTIVE DEPLOYMENT OF KNOWLEDGE AND EXPERTISE, MAINTENANCE OF CONFIDENTIALITY, INDEPENDENCE OF BEHAVIOUR AND JUDGEMENT AND CERTAIN GENERAL PARAMETERS FOR ALL DIRECTORS LIKE ATTENDANCE, INTEGRITY, COMMUNICATION INTER SE BETWEEN BOARD MEMBERS, EFFECTIVE PARTICIPATION, AND COMPLIANCE WITH THE CODE OF CONDUCT ETC. IN TERMS OF THE REQUIREMENT OF THE ACT AND THE LISTING REGULATIONS, AN ANNUAL PERFORMANCE EVALUATION OF THE BOARD IS UNDERTAKEN WHERE THE BOARD FORMALLY ASSESS ITS OWN PERFORMANCE, WITH THE AIM TO IMPROVE THE EFFECTIVENESS OF THE BOARD AND ITS COMMITTEE MEMBERS. PURSUANT TO THE PROVISIONS OF THE ACT AND IN ACCORDANCE WITH THE GUIDANCE NOTE ISSUED BY SEBI, THE BOARD OF DIRECTORS HAS CARRIED OUT AN ANNUAL PERFORMANCE EVALUATION OF ITS OWN PERFORMANCE, BOARD COMMITTEES AND INDIVIDUAL DIRECTORS AT THEIR MEETING HELD ON MAY 19, 2023. THE CHAIRMAN OF THE COMPANY INTERACTED WITH EACH DIRECTOR INDIVIDUALLY, FOR EVALUATION OF PERFORMANCE OF THE INDIVIDUAL DIRECTORS. THE EVALUATION OF THE PERFORMANCE OF THE BOARD AS A WHOLE AND INDIVIDUAL AND OF THE COMMITTEES WAS CONDUCTED BY WAY OF QUESTIONNAIRES. IN A SEPARATE MEETING OF INDEPENDENT DIRECTORS HELD ON MAY 19, 2023, PERFORMANCE OF NON-INDEPENDENT DIRECTORS AND PERFORMANCE OF THE BOARD AS A WHOLE WAS EVALUATED. FURTHER, THEY ALSO EVALUATED THE PERFORMANCE OF THE CHAIRMAN OF THE COMPANY, TAKING INTO ACCOUNT THE VIEWS OF THE EXECUTIVE DIRECTORS AND NON-EXECUTIVE DIRECTORS. THE PERFORMANCE OF THE BOARD WAS EVALUATED BY THE BOARD OF DIRECTORS AFTER SEEKING INPUTS FROM ALL THE DIRECTORS ON THE BASIS OF VARIOUS CRITERIA SUCH AS STRUCTURE AND DIVERSITY OF THE BOARD, COMPETENCY OF DIRECTORS, EXPERIENCE OF DIRECTOR, STRATEGY AND PERFORMANCE, SECRETARIAL SUPPORT, EVALUATION OF RISK, EVALUATION OF PERFORMANCE OF THE MANAGEMENT AND FEEDBACK, INDEPENDENCE OF THE MANAGEMENT FROM THE BOARD ETC. THE PERFORMANCE OF THE COMMITTEES WAS EVALUATED BY THE BOARD ON THE BASIS OF CRITERIA SUCH AS COMMITTEE CHARTERS AND COMPOSITION, EFFECTIVENESS OF THE COMMITTEE, STRUCTURE OF THE COMMITTEE AND MEETINGS, INDEPENDENCE OF THE COMMITTEE FROM THE BOARD AND CONTRIBUTION TO DECISIONS OF THE BOARD. THE PERFORMANCE OF THE INDEPENDENT DIRECTORS WAS EVALUATED BY THE BOARD ON THE BASIS OF CRITERIA SUCH AS EFFECTIVE DEPLOYMENT OF KNOWLEDGE AND EXPERTISE, MAINTENANCE OF CONFIDENTIALITY AND INDEPENDENCE OF BEHAVIOUR AND JUDGEMENT. THE NOMINATION AND REMUNERATION COMMITTEE REVIEWED THE PERFORMANCE OF THE INDIVIDUAL DIRECTORS ON THE BASIS OF THE CRITERIA SUCH AS QUALIFICATION, EXPERIENCE, KNOWLEDGE AND COMPETENCY, FULFILLMENT OF FUNCTIONS, AVAILABILITY AND ATTENDANCE, INITIATIVE, INTEGRITY, CONTRIBUTION AND COMMITMENT ETC., AND THE INDEPENDENT DIRECTORS WERE ADDITIONALLY EVALUATED ON THE BASIS OF INDEPENDENCE, INDEPENDENT VIEWS AND JUDGMENT ETC. THE PERFORMANCE OF THE INDIVIDUAL DIRECTORS WAS EVALUATED BY THE BOARD ON THE BASIS OF CRITERIA SUCH AS ETHICAL STANDARDS, GOVERNANCE SKILLS, PROFESSIONAL OBLIGATIONS, PERSONAL ATTRIBUTES ETC. FURTHER THE EVALUATION OF CHAIRMAN OF THE BOARD, IN ADDITION TO THE ABOVE CRITERIA FOR INDIVIDUAL DIRECTORS, ALSO INCLUDED EVALUATION BASED ON EFFECTIVENESS OF LEADERSHIP AND ABILITY TO STEER THE MEETINGS, IMPARTIALITY, ETC. THE CHAIRMAN AND OTHER MEMBERS OF THE BOARD DISCUSSED UPON THE PERFORMANCE EVALUATION OF EVERY DIRECTOR OF THE COMPANY AND CONCLUDED THAT THEY WERE SATISFIED WITH THE OVERALL PERFORMANCE OF THE DIRECTORS INDIVIDUALLY AND THAT THE DIRECTORS GENERALLY MET THEIR EXPECTATIONS OF PERFORMANCE. THE SUMMARY OF THE FEEDBACK FROM THE MEMBERS WERE THEREAFTER DISCUSSED IN DETAIL BY THE MEMBERS. THE RESPECTIVE DIRECTOR, WHO WAS BEING EVALUATED, DID NOT PARTICIPATE IN THE DISCUSSION ON HIS/HER PERFORMANCE EVALUATION. |