AS REQUIRED UNDER THE ACT AND THE SEBI (LODR) REGULATIONS, 2015, EVALUATION OF THE PERFORMANCE OF THE INDEPENDENT DIRECTORS, NON-EXECUTIVE DIRECTOR, BOARD AS A WHOLE, EXECUTIVE DIRECTORS, THE CHAIRMAN AND THE COMMITTEES DURING THE YEAR 2023-24 WAS CARRIED OUT BY THE BOARD OF DIRECTORS, BASED ON THE CRITERIA LAID DOWN BY THE NRC IN THE YEAR 2017, IN THE MEETING HELD ON 28.03.2024. A COPY OF THE `CRITERIA FOR EVALUATION’ IS ANNEXED AS ANNEXURE 2 HERETO. BASED ON THE CRITERIA, THE BOARD REVIEWED THE PERFORMANCE OF THE BOARD AS A WHOLE, PARTICULARLY STRUCTURE, QUALITY OF DELIBERATIONS IN THE MEETINGS, FUNCTIONS, PERFORMANCE OF THE MANAGEMENT AND FEEDBACK ETC. THE BOARD ALSO REVIEWED THE PERFORMANCE OF THE COMMITTEES, CHAIRMAN AND DIRECTORS. THE BOARD’S OBSERVATIONS ARE AS UNDER: - APPRECIATED THE ALL-ROUND PERFORMANCE AND GOOD RESULTS DURING THE YEAR 2023-24. - THE BOARD CONTINUED TO ADHERE TO HIGHEST STANDARDS IN ALL AREAS, AND THE PERFORMANCE WAS CONSTRUCTIVE AND MET THE TEST OF OBJECTIVITY IN ACHIEVING THE GOALS OF THE COMPANY. - THE COMMITTEES CARRIED OUT THEIR FUNCTIONS ACCORDING TO THE REQUIREMENTS MANDATED UNDER THE COMPANIES ACT/ SEBI REGULATIONS, PURSUANT TO WHICH THEY WERE CONSTITUTED, EFFECTIVELY. THE BOARD PARTICULARLY APPRECIATED THE AUDIT COMMITTEE WHICH MET REGULARLY AND ACTED AS A WATCH DOG IN MATTERS CONCERNING FINANCE, RPTS AND INTERNAL FINANCIAL CONTROLS. - THE DIRECTORS INDIVIDUALLY INCLUDING IDS HAVE GIVEN VERY VALUABLE INPUTS/ CONTRIBUTION IN ACHIEVING THE GOALS OF THE COMPANY. IT WAS NOTED THAT THE EXECUTIVE DIRECTORS CONTINUED TO PERFORM WITH UTMOST RESPONSIBILITY IN ACHIEVING THE OPERATING TARGETS AND THE IDS AND OTHER DIRECTORS CONTRIBUTED BY PROVIDING VALUABLE INPUTS AND GUIDANCE. - THE IDS INDIVIDUALLY AND COLLECTIVELY FUNCTIONED CONSTRUCTIVELY IN THE BEST INTEREST OF AND BENEFICIAL TO THE COMPANY AND THE STAKEHOLDERS. - THE IDS ADHERED TO THE CODE OF INDEPENDENCE AS PER SCHEDULE IV OF THE ACT AND TO THE RESTRICTION REGARDING PECUNIARY RELATIONSHIP WITH THE COMPANY DURING THE PERIOD UNDER EVALUATION. THE IDS IN A SEPARATE MEETING HELD ON THE SAME DAY PRIOR TO THE BOARD MEETING, REVIEWED AND EVALUATED THE PERFORMANCE OF NON-INDEPENDENT DIRECTORS.THE IDS ALSO REVIEWED THE QUALITY, QUANTITY AND TIMELINESS OF FLOW OF INFORMATION BETWEEN THE COMPANY MANAGEMENT AND THE BOARD, WHICH ARE NECESSARY FOR THE BOARD TO EFFECTIVELY AND REASONABLY PERFORM ITS DUTIES. THE PERFORMANCE EVALUATION BY THE BOARD AND THE INDEPENDENT DIRECTORS DID NOT FIND ANY MATTER REQUIRING FOLLOW UP ACTION EXCEPT THE DELAY IN GENERATING REVENUE BY THE ENGINEERING PROJECTS SECTION. |