| DURING THE YEAR UNDER REVIEW, THE BOARD OF DIRECTORS MADE INTERNAL EVALUATION OF PERFORMANCE OF ITS OWN, ITS COMMITTEES AND INDIVIDUAL DIRECTORS BASED ON CRITERIA LAID DOWN BY THE NOMINATION AND REMUNERATION COMMITTEE AND EXPRESSED THEIR SATISFACTION WITH THE EVALUATION PROCESS AND THE PERFORMANCE OF THE BOARD AS A WHOLE, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS INCLUDING INDEPENDENT DIRECTORS, WAS FOUND TO BE SATISFACTORY. THE NOMINATION AND REMUNERATION COMMITTEE HAD CARRIED OUT ANNUAL PERFORMANCE EVALUATION OF INDIVIDUAL DIRECTORS AND THE INDEPENDENT DIRECTORS AT THEIR SEPARATE MEETING HELD ON 4TH MARCH, 2024 HAD EVALUATED THE PERFORMANCE OF THE CHAIRMAN AND MANAGING DIRECTOR, OTHER NON-INDEPENDENT DIRECTORS AND THE BOARD AS A WHOLE. THE EVALUATION OF THE BOARD OF DIRECTORS WAS BASED ON CRITERIA SUCH AS APPROPRIATENESS OF BOARD COMPOSITION AND STRUCTURE, DECISIONS PASSED BY THE BOARD OF DIRECTORS, AWARENESS ON INDUSTRY OPERATIONS, COMPLIANCE WITH APPLICABLE LAWS, SUCCESSION PLANNING, STRATEGIC PLANNING, IMPLEMENTATION OF GUIDELINES OR STRATEGIES DECIDED BY THE BOARD OF DIRECTORS ETC. THE EVALUATION OF THE COMMITTEES WAS BASED ON CRITERIA SUCH AS COMPOSITION, FUNCTIONING, COMPETENCIES OF THE MEMBERS, FREQUENCY OF MEETINGS, PROCEDURES, MONITORING, ADVISORY ROLE, TIMELY REPORTING TO BOARD OF DIRECTORS, ETC. THE EVALUATION OF DIRECTORS WAS BASED ON CRITERIA SUCH AS PREPAREDNESS FOR BOARD MEETINGS, ATTENDANCE, JUDGEMENTS, CONTRIBUTION TO RISK MANAGEMENT, ADHERENCE TO COMPANY’S CODE OF CONDUCT AND CORPORATE GOVERNANCE, PRO-ACTIVENESS IN HIGHLIGHTING AREAS OF CONCERN, SHARING OF KNOWLEDGE AND BUSINESS INFORMATION, DISCLOSURE OF INTEREST AND RELATED PARTIES IN TIMELY MANNER ETC. |