PURSUANT TO THE PROVISIONS OF THE ACT AND REGULATION 25 OF THE LISTING REGULATIONS, THE BOARD HAS CARRIED OUT AN ANNUAL EVALUATION OF ITS OWN PERFORMANCE, PERFORMANCE OF THE DIRECTORS INDIVIDUALLY AS WELL AS THE EVALUATION OF THE WORKING OF ITS COMMITTEES. PURSUANT TO THE PROVISIONS OF THE ACT AND REGULATION 25 OF THE LISTING REGULATIONS READ WITH THE GUIDANCE NOTE ON BOARD EVALUATION OF SEBI DATED 5TH JANUARY, 2017, THE NRC COMMITTEE HAS LAID DOWN THE CRITERIA FOR PERFORMANCE EVALUATION, IN A STRUCTURED QUESTIONNAIRE FORM AFTER TAKING INTO CONSIDERATION VARIOUS ASPECTS OF THE BOARDS FUNCTIONING, COMPOSITION OF THE BOARD AND ITS COMMITTEES, CULTURE, EXECUTION, DILIGENCE, INTEGRITY, AWARENESS AND PERFORMANCE OF SPECIFIC LAWS, DUTIES, OBLIGATIONS AND GOVERNANCE, ON THE BASIS OF WHICH, THE BOARD HAS CARRIED OUT THE ANNUAL EVALUATION OF ITS OWN PERFORMANCE, THE PERFORMANCE OF BOARD COMMITTEE AND OF DIRECTORS INDIVIDUALLY, BY WAY OF INDIVIDUAL AND COLLECTIVE FEEDBACK FROM DIRECTORS. FURTHER, PURSUANT TO PARA VII OF SCHEDULE IV OF THE ACT AND PROVISIONS OF THE LISTING REGULATIONS, THE INDEPENDENT DIRECTORS OF THE COMPANY, WITHOUT PARTICIPATION OF NON-INDEPENDENT DIRECTORS AND MEMBERS OF MANAGEMENT, CONVENED A SEPARATE MEETING ON 27TH MAY, 2022, TO INTER-ALIA PERFORM THE FOLLOWING: • REVIEW THE PERFORMANCE OF NON-INDEPENDENT DIRECTORS AND THE BOARD AS A WHOLE; • ASSESS THE QUALITY, QUANTITY AND TIMELINESS OF FLOW OF INFORMATION BETWEEN THE COMPANY MANAGEMENT AND THE BOARD THAT IS NECESSARY FOR THE BOARD TO EFFECTIVELY AND REASONABLY PERFORM THEIR DUTIES. THE CRITERIA FOR EVALUATION ARE BRIEFLY PROVIDED BELOW: THE REVIEW OF PERFORMANCE OF NON-INDEPENDENT DIRECTORS WAS DONE, AFTER DISCUSSING WITH THEM ON VARIOUS PARAMETERS, SUCH AS, SKILL, COMPETENCE, EXPERIENCE, DEGREE OF ENGAGEMENT, IDEAS & PLANNING, ETC. THE BOARD PERFORMANCE WAS REVIEWED ON VARIOUS PARAMETERS, SUCH AS, ADEQUACY OF THE COMPOSITION OF THE BOARD, BOARD CULTURE, APPROPRIATENESS OF QUALIFICATION & EXPERTISE OF BOARD MEMBERS, PROCESS OF IDENTIFICATION AND APPOINTMENT OF INDEPENDENT DIRECTORS, INTER-PERSONAL SKILLS, ABILITY TO ACT PROACTIVELY, MANAGING CONFLICTS, MANAGING CRISIS SITUATIONS, DIVERSITY IN KNOWLEDGE AND RELATED INDUSTRY EXPERTISE, ROLES AND RESPONSIBILITIES OF BOARD MEMBERS, APPROPRIATE UTILIZATION OF TALENTS AND SKILLS OF BOARD MEMBERS, ETC. THE EVALUATION OF INDEPENDENT DIRECTORS HAS BEEN DONE BY THE ENTIRE BOARD OF DIRECTORS WHICH INCLUDES PERFORMANCE OF THE DIRECTORS AND FULFILLMENT OF THE INDEPENDENCE CRITERIA AND THEIR INDEPENDENCE FROM THE MANAGEMENT AS SPECIFIED IN THE LISTING REGULATIONS. THE BOARD OF DIRECTORS OF THE COMPANY EXPRESSED THEIR SATISFACTION TOWARDS THE PROCESS OF REVIEW AND EVALUATION OF BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS DURING THE YEAR UNDER REVIEW AND ALSO CONCLUDED THAT NO FURTHER ACTION IS REQUIRED BASED ON THE CURRENT YEAR’S OBSERVATIONS. |