| PURSUANT TO PROVISIONS OF REGULATION 17(10) OF THE SEBI LISTING REGULATIONS AND THE PROVISIONS OF THE COMPANIES ACT, 2013, THE BOARD OF DIRECTORS OF THE COMPANY ON RECOMMENDATION OF NOMINATION AND REMUNERATION COMMITTEE, ADOPTED BOARD EVALUATION POLICY TO COMPLY WITH THE VARIOUS PROVISIONS OF THE ACT, THE LISTING REGULATIONS AND THE SEBI CIRCULAR DATED JANUARY 5, 2017 WHICH PROVIDES FURTHER CLARITY ON THE PROCESS OF BOARD EVALUATION (“SEBI GUIDANCE NOTE”) AND SEBI CIRCULAR DATED FEBRUARY 5, 2019. EVALUATION OF IDS, IN THEIR ABSENCE, BY THE ENTIRE BOARD WAS UNDERTAKEN, BASED ON THEIR PERFORMANCE AND FULFILMENT OF THE INDEPENDENCE CRITERIA PRESCRIBED UNDER THE ACT AND SEBI LISTING REGULATIONS; AND EVALUATION OF THE BOARD OF DIRECTORS, ITS COMMITTEES AND INDIVIDUAL DIRECTORS, INCLUDING THE ROLE OF THE BOARD CHAIRMAN. AN IDS’ MEETING, IN ACCORDANCE WITH THE PROVISIONS OF SECTION 149(8) READ WITH SCHEDULE IV OF THE ACT AND REGULATION 25(3) AND 25(4) OF THE SEBI LISTING REGULATIONS, WAS CONVENED ON MAY 02, 2023, MAINLY TO REVIEW THE PERFORMANCE OF INDEPENDENT DIRECTORS AND THE CHAIRMAN & MANAGING DIRECTOR AS ALSO THE BOARD AS A WHOLE. ALL IDS WERE PRESENT AT THE SAID MEETING. THE ABOVE EVALUATION WAS DONE KEEPING IN VIEW THE FOLLOWING FACTORS: (I) BOARD: COMPOSITION, RESPONSIBILITIES, STAKEHOLDER VALUE AND RESPONSIBILITY, BOARD DEVELOPMENT, DIVERSITY, GOVERNANCE, LEADERSHIP, DIRECTIONS, STRATEGIC INPUT, ETC. (I) EXECUTIVE DIRECTORS: SKILL, KNOWLEDGE, PERFORMANCE, COMPLIANCES, ETHICAL STANDARDS, RISK MITIGATION, SUSTAINABILITY, STRATEGY FORMULATION AND EXECUTION, FINANCIAL PLANNING & PERFORMANCE, MANAGING HUMAN RELATIONS, APPROPRIATE SUCCESSION PLAN, EXTERNAL RELATIONS INCLUDING CSR, COMMUNITY INVOLVEMENT AND IMAGE BUILDING, ETC. (II) INDEPENDENT DIRECTORS: PARTICIPATION, MANAGING RELATIONSHIP, ETHICS AND INTEGRITY, OBJECTIVITY, BRINING INDEPENDENT JUDGEMENT, TIME DEVOTION, PROTECTING INTEREST OF MINORITY SHAREHOLDERS, DOMAIN KNOWLEDGE CONTRIBUTION, ETC. (III) CHAIRMAN: MANAGING RELATIONSHIPS, COMMITMENT, LEADERSHIP EFFECTIVENESS, PROMOTION OF TRAINING AND DEVELOPMENT OF DIRECTORS ETC. (IV) COMMITTEES: TERMS OF REFERENCE, PARTICIPATION OF MEMBERS, RESPONSIBILITY DELEGATED, FUNCTIONS AND DUTIES, OBJECTIVES ALIGNMENT WITH COMPANY STRATEGY, COMPOSITION OF COMMITTEE, COMMITTEE MEETINGS AND PROCEDURES, MANAGEMENT RELATIONS. THE EVALUATION PROCESS ELICITED RESPONSES FROM THE DIRECTORS IN A JUDICIOUS MANNER RANGING FROM COMPOSITION AND INDUCTION OF THE BOARD TO EFFECTIVENESS AND GOVERNANCE. IT ALSO SOUGHT FEEDBACK ON BOARD AND COMMITTEE CHARTERS, STRATEGY, RISK MANAGEMENT AND QUALITY OF DISCUSSION AND DELIBERATIONS AT THE BOARD. THE EVALUATION PROCESS ALSO ENSURES THE FULFILMENT OF INDEPENDENCE CRITERIA AS SPECIFIED IN THE APPLICABLE REGULATIONS AND THAT THE LATTER ARE INDEPENDENT OF THE MANAGEMENT. |