THE BOARD HAS ADOPTED A FORMAL POLICY FOR EVALUATING THE PERFORMANCE OF ITS BOARD, COMMITTEES AND DIRECTORS, INCLUDING THE CHAIRMAN OF THE BOARD ("BOARD EVALUATION POLICY"). THE SAID EVALUATION TYPICALLY EXAMINES THE ROLE OF THE BOARD AND THE ENTAILING RESPONSIBILITIES AND ASSESSES THEIR EFFECTIVENESS BY THE BOARD. THE EFFECTIVENESS OF THE BOARD DEPENDS ON VARIOUS FACTORS, SOME OF WHICH ARE DERIVED FROM THE FUNCTIONS OF THE BOARD. A STRUCTURED PERFORMANCE EVALUATION EXERCISE WAS CARRIED OUT BASED ON CRITERIA SUCH AS BOARD / COMMITTEE COMPOSITIONS, DYNAMICS AND FUNCTIONING OF THE BOARD, BUSINESS STRATEGY, GOVERNANCE & MONITORING ROLE, FINANCIAL REPORTING, INTERNAL AUDIT, INTERNAL CONTROLS AND ADVISORY ROLE ETC. PURSUANT TO PROVISIONS OF THE ACT, SEBI LISTING REGULATIONS AND BOARD EVALUATION POLICY, THE DIRECTORS OF THE COMPANY CARRIED OUT ANNUAL PERFORMANCE EVALUATION OF THE BOARD AS A WHOLE, COMMITTEES OF THE BOARD AND THE INDEPENDENT DIRECTORS (EXCLUDING THE DIRECTOR BEING EVALUATED), AS PER EVALUATION FORMS CIRCULATED TO THEM. THE EVALUATION OF INDEPENDENT DIRECTORS WAS CONDUCTED ON THE BASIS OF THE PARAMETERS WHICH INCLUDED THE PARTICIPATION & CONTRIBUTION AT THE BOARD & COMMITTEE MEETINGS, UNDERSTANDING OF THE GOVERNANCE, REGULATORY, FINANCIAL, FIDUCIARY AND ETHICAL REQUIREMENTS OF THE BOARD & COMMITTEES, STANDARDS OF ETHICS & INTEGRITY, ABILITY TO EXERCISE OBJECTIVE INDEPENDENT JUDGMENT IN THE BEST INTERESTS OF THE COMPANY AND ITS STAKEHOLDERS. A MEETING OF INDEPENDENT DIRECTORS OF THE COMPANY WAS HELD THROUGH VIDEO CONFERENCE ON MARCH 28, 2024 TO: (A) REVIEW THE PERFORMANCE OF CHAIRPERSON, NON-INDEPENDENT DIRECTORS AND THE BOARD AS A WHOLE; (B) ASSESS THE QUALITY, QUANTITY AND TIMELINESS OF FLOW OF INFORMATION BETWEEN THE COMPANY MANAGEMENT AND THE BOARD. THE RESULTS OF THE PERFORMANCE EVALUATION WERE PLACED FOR REVIEW AT THE MEETING OF THE INDEPENDENT DIRECTORS, NOMINATION AND REMUNERATION COMMITTEE AND THE BOARD. |