DURING THE FINANCIAL YEAR 2022-23, THE BOARD OF DIRECTORS OF YOUR COMPANY HAS CARRIED OUT AN ANNUAL PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND ALL THE INDIVIDUAL DIRECTORS AS PER THE COMPANY’S POLICY FOR PERFORMANCE EVALUATION OF DIRECTORS. (I) THE BOARD, IN ITS MEETING HELD ON FEBRUARY 11, 2023, HAS CARRIED OUT THE EVALUATION TASK OF THE ENTIRE BOARD, THE COMMITTEES OF THE BOARD, THE CHAIRMAN, THE MANAGING DIRECTOR, THE EXECUTIVE DIRECTOR, THE WHOLE-TIME DIRECTOR, THE NON-EXECUTIVE DIRECTOR AND THE INDEPENDENT DIRECTORS INDIVIDUALLY, FOR THE PERIOD FROM JANUARY 1, 2022 TO DECEMBER 31, 2022. IN ACCORDANCE WITH THE PROVISIONS OF THE SECTION 149 OF THE ACT READ WITH SCHEDULE IV, ANNUAL PERFORMANCE EVALUATION OF THE INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE ENTIRE BOARD OF DIRECTORS, EXCLUDING THE DIRECTORS BEING EVALUATED. THE PERFORMANCE OF EACH INDEPENDENT DIRECTOR HAS BEEN EVALUATED ON VARIOUS PARAMETERS LIKE ETHICS/ VALUES, INTER-PERSONAL SKILLS, COMPETENCE AND GENERAL ADMINISTRATION, LIAISON SKILLS, PARTICIPATION IN MEETINGS, ETC. THE BOARD WAS SATISFIED THAT EACH OF THE INDEPENDENT DIRECTORS HAS BEEN ACTING PROFESSIONALLY AND HAS BROUGHT HIS/ HER RICH EXPERIENCE IN THE DELIBERATIONS OF THE BOARD. (II) THE INDEPENDENT DIRECTORS, IN THEIR SEPARATE MEETING HELD ON FEBRUARY 11, 2023, CARRIED OUT THE PERFORMANCE EVALUATION OF ALL THE NON-INDEPENDENT DIRECTORS AND THE BOARD AS A WHOLE, WITH SPECIAL ATTENTION TO THE PERFORMANCE OF THE CHAIRPERSON OF THE COMPANY FOR THE PERIOD FROM JANUARY 1, 2022 TO DECEMBER 31, 2022. THE VARIOUS CRITERIA CONSIDERED FOR THE PURPOSE OF EVALUATION INCLUDED COMPOSITION OF THE BOARD, ETHICS/ VALUES, INTER-PERSONAL SKILLS, COMPETENCE AND GENERAL ADMINISTRATION, LIAISON SKILLS, PARTICIPATION IN MEETINGS, ETC. THE INDEPENDENT DIRECTORS WERE OF THE VIEW THAT THE CHAIRPERSON AND ALL THE OTHER NON-INDEPENDENT DIRECTORS WERE COMPETENT AND THE RESULTS OF THE EVALUATION WERE SATISFACTORY AND ADEQUATE TO MEET YOUR COMPANY’S REQUIREMENTS. (III) THE NOMINATION AND REMUNERATION COMMITTEE, IN ITS MEETING HELD ON FEBRUARY 11, 2023, REVIEWED THE PERFORMANCE OF THE EXECUTIVE DIRECTORS OF THE COMPANY WITH SPECIAL ATTENTION TO THE LEADERSHIP CRITERIA FOR THE MANAGING DIRECTOR AND THE EXECUTIVE DIRECTOR FOR THE PERIOD FROM JANUARY 1, 2022 TO DECEMBER 31, 2022 AND FOR THE WHOLE-TIME DIRECTOR FOR THE PERIOD FROM OCTOBER 1, 2022 TO DECEMBER 31, 2022. THE VARIOUS CRITERIA CONSIDERED FOR PURPOSE OF EVALUATION INCLUDED ETHICS/ VALUES, INTER-PERSONAL SKILLS, COMPETENCE AND GENERAL ADMINISTRATION, LIAISON SKILLS, PARTICIPATION IN MEETINGS, ETC. THE COMMITTEE WAS OF THE VIEW THAT THE MANAGING DIRECTOR, EXECUTIVE DIRECTOR AND WHOLE-TIME DIRECTOR WERE CAPABLE AND THE RESULTS OF THE EVALUATION WERE SATISFACTORY AND ADEQUATE TO MEET YOUR COMPANY’S REQUIREMENTS. THE BOARD ALSO EXPRESSED ITS SATISFACTION OVER THE PROCESS OF EVALUATION. |