| PURSUANT TO APPLICABLE PROVISIONS OF THE ACT AND THE LISTING REGULATIONS, THE BOARD IN CONSULTATION WITH ITS NOMINATION & REMUNERATION COMMITTEE, HAS FORMULATED AN EVALUATION FRAMEWORK IN ALIGNMENT WITH RULES, REGULATIONS ISSUED UNDER THE ACT, LISTING REGULATIONS AND THE GUIDANCE NOTE ISSUED BY THE SEBI AND ICSI. THE PERFORMANCE OF THE BOARD WAS EVALUATED BY THE INDEPENDENT DIRECTORS ON THE PARAMETERS SUCH AS ITS DIVERSITY, EXPERIENCE, INDUSTRY KNOWLEDGE, COMPETENCIES, PROCESS OF APPOINTMENT AND SUCCESSION PLANNING, MEETINGS, AVAILABILITY OF QUALITY INFORMATION IN TIMELY MANNER, GOVERNANCE STRUCTURE, PARTICIPATION ON STRATEGIC DECISIONS AND MAJOR PLANS OF ACTION. THE BOARD COMMITTEES WERE EVALUATED ON THE PARAMETERS SUCH AS, APPROPRIATENESS OF COMMITTEE COMPOSITION, INDEPENDENCE AND CONTRIBUTION OF THE COMMITTEE, MEANINGFUL PARTICIPATION ETC. THE DIRECTORS WERE ALSO EVALUATED INDIVIDUALLY BY ALL THE OTHER DIRECTORS EXCLUDING DIRECTOR BEING EVALUATED ON THE PARAMETERS SUCH AS HIS/HER ATTENDANCE AND PARTICIPATIONS AT THE MEETINGS, INDEPENDENT VIEWS AND JUDGMENT ON AGENDA ITEMS, CONTRIBUTION TOWARDS COMPANY’S GROWTH, STRATEGIC PLANNING, APPLICATION OF PROFESSIONAL SKILLS AND EXPERIENCE FOR DECISION MAKING ETC. INDEPENDENT DIRECTORS WERE ADDITIONALLY EVALUATED FOR THEIR PERFORMANCE AND FULFILMENT OF CRITERIA OF INDEPENDENCE AND NON-INFLUENCE FROM THE MANAGEMENT. IN ACCORDANCE WITH SECTION 149(8) READ WITH SCHEDULE IV OF THE ACT AND REGULATION 25(4) OF LISTING REGULATIONS, A SEPARATE MEETING OF THE INDEPENDENT DIRECTORS WAS HELD ON MAY 26, 2023, WITHOUT THE ATTENDANCE OF NON-INDEPENDENT DIRECTORS AND MEMBERS OF THE MANAGEMENT OF THE COMPANY. THE INDEPENDENT DIRECTORS AFTER ATTENDING FAMILIARIZATION PROGRAMME, EVALUATED THE PERFORMANCE OF NON-INDEPENDENT DIRECTORS INCLUDING CHAIRPERSON, VARIOUS COMMITTEES OF THE BOARD AND THE BOARD AS A WHOLE, RESPECTIVELY. THE INDEPENDENT DIRECTORS ALSO REVIEWED THE QUALITY, CONTENT AND TIMELINESS OF THE FLOW OF INFORMATION FROM THE MANAGEMENT TO THE BOARD AND ITS COMMITTEES, WHICH IS NECESSARY TO PERFORM REASONABLY AND DISCHARGE THEIR DUTIES. ALL THE INDEPENDENT DIRECTORS OF THE COMPANY ASSOCIATED WITH COMPANY ON THAT DATE WERE PRESENT IN THE SAID MEETING. A REPORT ON EVALUATION WAS PRESENTED TO THE NOMINATION & REMUNERATION COMMITTEE AND THE BOARD, WHERE BOTH THE COMMITTEE AND THE BOARD WERE SATISFIED WITH THE EVALUATION PROCESS, WHICH REFLECTED THE OVERALL ENGAGEMENT OF THE BOARD AND ITS COMMITTEES WITH THE COMPANY. THE DIRECTORS OF THE COMPANY ALSO EXPRESSED THEIR SATISFACTION TOWARDS THE PROCESS FOLLOWED BY THE COMPANY FOR EVALUATING THE PERFORMANCE OF THE DIRECTORS, BOARD AS A WHOLE INCLUDING CHAIRPERSON AND ITS COMMITTEES. THE COMPANY ENSURES THAT INDEPENDENT DIRECTORS ARE WELLACQUAINTED WITH ITS OPERATIONS, ROLES, RIGHTS, AND RESPONSIBILITIES, AS WELL AS THE INDUSTRY IN WHICH THE COMPANY OPERATES AND OTHER PERTINENT ASPECTS. THUS, FAMILIARIZATION PROCESS CONDUCTED THROUGH REGULAR MEETINGS, WHERE INDEPENDENT DIRECTORS WERE BRIEFED ON THE COMPANY’S OPERATIONS, MARKET CONDITIONS, GOVERNANCE, INTERNAL CONTROL PROCESSES, BUSINESS STRATEGIES, SIGNIFICANT DEVELOPMENTS AND NEW INITIATIVES. ALSO, THE COMPANY SECRETARY APPRISED TO THE BOARD ON VARIOUS REGULATORY CHANGES AND ITS IMPACT ON THE COMPANY. NECESSARY AMENDMENTS ARE MADE BASED ON GUIDANCE RECEIVED BY THE DIRECTORS. APART FROM REGULATORY UPDATES, THE BOARD PROVIDES ITS DIRECTION ON CERTAIN MEASURES, WHICH WERE IMPLEMENTED BY THE COMPANY AND OUTCOME OF THE RECOMMENDATIONS SUBMITTED TO THE BOARD AND ITS RESPECTIVE COMMITTEE. ADDITIONALLY, INDEPENDENT AGENCIES FACILITATED WITH DETAILED PRESENTATIONS TO THE BOARD/COMMITTEE ON VARIOUS IMPORTANT MATTERS, INCLUDING ESG, CYBERSECURITY, INTERNAL AND RELATED PARTY AUDITS. |