IN TERMS OF THE REQUIREMENT OF THE COMPANIES ACT, 2013 AND THE LISTING REGULATIONS, AN ANNUAL PERFORMANCE EVALUATION OF THE BOARD WAS UNDERTAKEN. THE BOARD EVALUATION FRAMEWORK HAS BEEN DESIGNED IN COMPLIANCE WITH THE REQUIREMENTS UNDER THE COMPANIES ACT, 2013, AND THE LISTING REGULATIONS, AND IN CONSONANCE WITH GUIDANCE NOTE ON BOARD EVALUATION ISSUED BY SEBI IN JANUARY 2019. THE BOARD EVALUATION WAS CONDUCTED THROUGH QUESTIONNAIRE HAVING QUALITATIVE ENHANCING SHAREHOLDER VALUE, EXPERIENCE AND EXPERTISE TO PROVIDE FEEDBACK AND GUIDANCE TO TOP MANAGEMENT ON BUSINESS STRATEGY, GOVERNANCE AND RISK, UNDERSTANDING OF THE ORGANIZATION’S STRATEGY, RISK AND ENVIRONMENT, LEVEL OF ENGAGEMENT AND CONTRIBUTION, INDEPENDENCE OF JUDGMENT, SAFEGUARDING THE INTEREST OF THE COMPANY AND ITS MINORITY SHAREHOLDERS ETC. THE PROCESS ALSO COVERED SEPARATE EVALUATION OF CHAIRPERSON OF THE BOARD, EXECUTIVE DIRECTORS, NON- EXECUTIVE DIRECTORS AND INDEPENDENT DIRECTORS. EVALUATION OF COMMITTEES WERE BASED ON CRITERIA SUCH AS ADEQUATE INDEPENDENCE OF EACH OF THE COMMITTEES, FREQUENCY OF MEETINGS AND TIME ALLOCATED FOR DISCUSSIONS AT MEETINGS, FUNCTIONING OF BOARD COMMITTEES AND EFFECTIVENESS OF ITS ADVICE/RECOMMENDATION TO THE BOARD, ETC. THE BOARD HAD, DURING THE YEAR, OPPORTUNITIES TO INTERACT AND MAKE AN ASSESSMENT OF ITS FUNCTIONING AS A COLLECTIVE BODY. IN ADDITION, THERE WERE OPPORTUNITIES FOR COMMITTEES TO INTERACT, FOR INDEPENDENT DIRECTORS TO INTERACT AMONGST THEMSELVES AND FOR EACH INDEPENDENT DIRECTOR TO INTERACT WITH THE CHAIRMAN. THE BOARD FOUND THAT, THERE WAS CONSIDERABLE VALUE AND RICHNESS IN SUCH DISCUSSIONS AND DELIBERATIONS.THE BOARD EVALUATION DISCUSSION WAS FOCUSED AROUND HOW TO MAKE THE BOARD AND ITS COMMITTEES MORE EFFECTIVE AS A COLLECTIVE BODY IN THE CONTEXT OF THE BUSINESS AND THE EXTERNAL ENVIRONMENT IN WHICH THE COMPANY FUNCTIONS. FROM TIME TO TIME DURING THE YEAR, THE BOARD WAS APPRAISED OF THE BUSINESS ISSUES AND THE RELATED OPPORTUNITIES AND RISKS. THE BOARD DISCUSSED VARIOUS ASPECTS OF THE FUNCTIONING OF THE BOARD AND ITS COMMITTEES SUCH AS STRUCTURE, COMPOSITION, MEETINGS, FUNCTIONS AND INTERACTION WITH THE MANAGEMENT AND WHAT NEEDS TO BE DONE TO FURTHER IMPROVE THE EFFECTIVENESS OF THE BOARD’S FUNCTIONING. ADDITIONALLY, DURING THE EVALUATION DISCUSSION, THE BOARD ALSO FOCUSED ON THE CONTRIBUTION BEING MADE BY THE BOARD AS A WHOLE, THROUGH ITS COMMITTEES AND DISCUSSIONS ON A ONE ON ONE BASIS WITH THE CHAIRMAN. THE PROCESS OF BOARD EVALUATION WAS LED BY THE CHAIRMAN OF THE NOMINATION AND REMUNERATION COMMITTEE. THE OVERALL ASSESSMENT OF THE BOARD WAS THAT IT WAS FUNCTIONING AS A COHESIVE BODY INCLUDING THE COMMITTEES OF THE BOARD THAT WERE FUNCTIONING WELL WITH PERIODIC REPORTING BY THE COMMITTEES TO THE BOARD ON THE WORK DONE AND PROGRESS MADE DURING THE PERIOD. THE BOARD ACKNOWLEDGED THE EFFORTS AND CONTRIBUTIONS MADE BY THE CHAIRPERSON, EXECUTIVE AND NON- EXECUTIVE DIRECTORS AND INDEPENDENT DIRECTORS TOWARDS THE COMPANY’S PERFORMANCE.THE BOARD ALSO NOTED THAT THE ACTIONS IDENTIFIED IN THE PAST EVALUATION HAD BEEN ACTED UPON. SUBSEQUENT TO THE EVALUATION DONE IN THE FINANCIAL YEAR 2022-23, GIVEN THE CHANGING EXTERNAL ENVIRONMENT, SOME AREAS HAVE BEEN IDENTIFIED FOR THE BOARD TO ENGAGE ITSELF WITH AND THESE WILL BE ACTED UPON. THE DIRECTORS EXPRESSED THEIR SATISFACTION WITH THE EVALUATION PROCESS. FURTHER, THE EVALUATION PROCESS CONFIRMS THAT THE BOARD AND ITS COMMITTEES CONTINUE TO OPERATE EFFECTIVELY AND THE PERFORMANCE OF THE DIRECTORS AND THE CHAIR IS SATISFACTORY. |