| IN TERMS OF APPLICABLE PROVISIONS OF THE ACT, READ WITH RULES FRAMED THEREUNDER AND REGULATION 17(10) OF THE LISTING REGULATIONS AND ON THE RECOMMENDATION OF THE NOMINATION AND REMUNERATION COMMITTEE, THE BOARD OF DIRECTORS HAS PUT IN PLACE A PROCESS TO FORMALLY EVALUATE THE EFFECTIVENESS OF THE BOARD, ITS COMMITTEES ALONG WITH PERFORMANCE EVALUATION OF EACH DIRECTOR INCLUDING INDEPENDENT DIRECTORS TO BE CARRIED OUT ON AN ANNUAL BASIS. THE FRAMEWORK IS MONITORED, REVIEWED AND UPDATED BY THE BOARD, IN CONSULTATION WITH THE NOMINATION AND REMUNERATION COMMITTEE, BASED ON NEED AND NEW COMPLIANCE REQUIREMENTS. ACCORDINGLY, THE ANNUAL PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND EACH DIRECTOR WAS CARRIED OUT FOR THE FINANCIAL YEAR 2022- 23 THROUGH VARIOUS QUESTIONNAIRES AND SURVEYS AND THE DIRECTORS PROVIDED THEIR FEEDBACK BY WAY OF RATINGS AND REMARKS BASED ON VARIOUS CRITERIA’S TO IDENTIFY THE AREAS WHERE THEY CAN IMPROVE THEIR PERFORMANCE AND TO ENSURE IMPLEMENTATION OF THE GOVERNANCE COMMITMENTS IN LINE WITH BEST PRACTICES. THE EVALUATION OF THE ENTIRE BOARD IS BASED ON CRITERIA SUCH AS STRUCTURE OF THE BOARD, EFFICIENCY IN DECISION MAKING, DEVOTION OF TIME AND ACTIVE PARTICIPATION OF BOARD MEMBERS, MEETINGS OF THE BOARD, QUALITY OF DISCUSSIONS AT THE MEETING, AGENDA AND ITS RELATED INFORMATION, EVALUATION OF THE GOVERNANCE AND COMPLIANCE SYSTEMS, FLOW OF INFORMATION BETWEEN MANAGEMENT AND BOARD ETC. THE EVALUATION OF THE PERFORMANCE OF THE DIRECTORS WERE BASED ON VARIOUS ASPECTS WHICH, INTER ALIA, INCLUDED QUALIFICATIONS AND EXPERIENCE, EFFECTIVENESS OF THE CONTRIBUTIONS MADE DURING THE MEETINGS, ATTENDANCE OF THE DIRECTOR(S), RELATIONSHIP WITH BOARD, UNDERSTANDING OF THE ROLE AND RESPONSIBILITIES, UNDERSTANDING OF THE BUSINESS AND COMPETITIVE ENVIRONMENT FOR YOUR COMPANY ETC. THE CHAIRMAN OF THE BOARD IS EVALUATED ON THE BASIS OF HIS LEADERSHIP INITIATIVE, ABILITY TO MANAGE INTERESTS OF VARIOUS STAKEHOLDERS, ABILITY TO MANAGE MEETINGS EFFECTIVELY, ATTENDANCE AND PARTICIPATION IN MEETINGS ETC. SIMILARLY, THE PERFORMANCE OF THE INDEPENDENT DIRECTORS WAS ALSO EVALUATED BY THE ENTIRE BOARD EXCLUDING THE DIRECTOR BEING EVALUATED, TAKING INTO ACCOUNT THEIR INDEPENDENCE, TIME DEVOTED, CONTRIBUTIONS TOWARDS BOARD’S DECISIONS, OBJECTIVE INDEPENDENT JUDGEMENT, ETC. ON THE BASIS OF PERFORMANCE EVALUATION DONE BY THE BOARD, IT DETERMINES WHETHER TO EXTEND OR CONTINUE THEIR TERM OF APPOINTMENT, WHENEVER THEIR RESPECTIVE TERM EXPIRES. THE PERFORMANCE OF THE COMMITTEES OF THE BOARD INCLUDED ASPECTS LIKE UNDERSTANDING OF THE TERMS OF REFERENCE BY THE COMMITTEE MEMBERS, ADEQUACY OF THE COMPOSITION OF THE COMMITTEES, EFFECTIVENESS OF THE DISCUSSIONS AT THE COMMITTEE MEETINGS, INFORMATION PROVIDED TO THE COMMITTEE TO DISCHARGE ITS DUTIES, PERFORMANCE OF THE COMMITTEE VIS-À-VIS ITS RESPONSIBILITIES ETC. THE INDEPENDENT DIRECTORS ALSO EVALUATED THE PERFORMANCE OF CHAIRMAN OF THE BOARD AND NON-INDEPENDENT DIRECTORS AT THE MEETING OF INDEPENDENT DIRECTORS HELD ON 24TH MARCH, 2023. THE OUTCOME OF THE EVALUATION PROCESS WAS PLACED BEFORE THE BOARD FOR DISCUSSION AND NOTING. THE DIRECTORS EXPRESSED THEIR SATISFACTION WITH THE EVALUATION PROCESS AND NECESSARY STEPS WILL BE TAKEN GOING FORWARD BASED ON THE RECOMMENDATIONS. |