IN TERMS OF APPLICABLE PROVISIONS OF THE ACT READ WITH RULES FRAMED THEREUNDER AND PART D OF SCHEDULE II OF THE LISTING REGULATIONS AND ON THE RECOMMENDATION OF THE NOMINATION AND REMUNERATION COMMITTEE, THE BOARD OF DIRECTORS HAS PUT IN PLACE A PROCESS TO FORMALLY EVALUATE THE EFFECTIVENESS OF THE BOARD, ITS COMMITTEES ALONG WITH PERFORMANCE EVALUATION OF EACH DIRECTOR TO BE CARRIED OUT ON AN ANNUAL BASIS. THE BOARD EVALUATION FRAMEWORK HAS BEEN DESIGNED IN COMPLIANCE WITH THE REQUIREMENTS UNDER THE ACT AND THE LISTING REGULATIONS. ACCORDINGLY, THE ANNUAL PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND EACH DIRECTOR WAS CARRIED OUT FOR THE FINANCIAL YEAR 2023-24. STRUCTURED QUESTIONNAIRES WERE PREPARED TO EVALUATE THE PERFORMANCE OF THE BOARD AS A WHOLE, INDIVIDUAL PERFORMANCE OF EACH DIRECTOR AND SELF – ASSESSMENT CARRIED OUT BY THE DIRECTORS. THE PARAMETERS OF THE PERFORMANCE EVALUATION PROCESS FOR DIRECTORS, INTER ALIA, INCLUDES, EFFECTIVE PARTICIPATION IN MEETINGS OF THE BOARD, CONTRIBUTION IN STRATEGY AND OTHER AREAS IMPACTING COMPANY’S PERFORMANCE, DOMAIN KNOWLEDGE, ATTENDANCE OF DIRECTOR(S), ETC. IN ASSESSING THE OVERALL PERFORMANCE OF THE BOARD, THE PARAMETERS INCLUDED QUALIFICATIONS, EXPERIENCE AND COMPETENCY (IN AREA OF LAW, FINANCE, ACCOUNTING, ECONOMICS, MANAGEMENT, ADMINISTRATION OR ANOTHER AREA RELEVANT TO THE FIELD IN WHICH THE COMPANY OPERATES), BRINGING HIS/HER EXPERIENCE AND CREDIBILITY TO BEAR ON THE CRITICAL AREAS OF PERFORMANCE OF THE ORGANIZATION, GIVING FAIR CHANCE TO OTHER MEMBERS TO CONTRIBUTE, PARTICIPATES ACTIVELY IN THE DISCUSSIONS AND IS CONSENSUS ORIENTED. THE QUESTIONNAIRES FOR ASSESSING THE PERFORMANCE OF THE COMMITTEES OF THE BOARD INCLUDED ASPECTS LIKE UNDERSTANDING OF THE TERMS OF REFERENCE BY THE COMMITTEE MEMBERS, ADEQUACY OF THE COMPOSITION OF THE COMMITTEES, EFFECTIVENESS OF THE DISCUSSIONS AT THE COMMITTEE MEETINGS, INFORMATION PROVIDED TO THE COMMITTEE TO DISCHARGE ITS DUTIES, PERFORMANCE OF THE COMMITTEE VIS-À-VIS ITS RESPONSIBILITIES, ETC. REGULAR EVALUATION OF THE DIRECTORS’ CREATES MORE CONFIDENCE IN THE INTEGRITY OF THE COMPANY, THE QUALITY OF THE DISCUSSIONS AT BOARD MEETINGS, THE CREDIBILITY OF THE REPORTS AND INFORMATION THEY RECEIVE, THE LEVEL OF INTERPERSONAL COHESION BETWEEN BOARD MEMBERS AND THE DEGREE OF BOARD KNOWLEDGE WHICH ENABLE BOARD MEMBERS, INDIVIDUALLY AND COLLECTIVELY, TO DEVELOP THE KEY SKILLS REQUIRED TO MEET FORESEEABLE REQUIREMENTS WITH TIMELY PREPARATION, AGREED STRATEGIES AND APPROPRIATE DEVELOPMENT GOALS. THE BOARD OF DIRECTORS AT ITS MEETING HELD ON MARCH 20, 2024, HAS NOTED THE OVERALL FEEDBACK ON THE PERFORMANCE OF THE DIRECTORS AND THE BOARD AS A WHOLE AND ITS COMMITTEES. THE OVERALL OUTCOME OF THIS EXERCISE TO EVALUATE EFFECTIVENESS OF THE BOARD AND ITS COMMITTEES WAS POSITIVE AND MEMBERS EXPRESSED THEIR SATISFACTION. |