IN COMPLIANCE WITH THE ACT AND REGULATION 17 AND OTHER APPLICABLE PROVISIONS OF THE LISTING REGULATIONS, THE PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND OF THE DIRECTORS WAS CARRIED OUT DURING THE YEAR UNDER REVIEW. MANNER OF EFFECTIVE EVALUATION THE COMPANY HAS LAID DOWN EVALUATION CRITERIA SEPARATELY FOR THE BOARD, ITS COMMITTEES, AND THE DIRECTORS IN THE FORM OF QUESTIONNAIRE. EVALUATION OF DIRECTORS THE CRITERIA FOR EVALUATION OF DIRECTORS INCLUDE PARAMETERS SUCH AS ATTENDANCE, ACQUAINTANCE WITH BUSINESS, COMMUNICATION INTER SE BETWEEN BOARD MEMBERS, EFFECTIVE PARTICIPATION, DOMAIN KNOWLEDGE, COMPLIANCE WITH CODE OF CONDUCT, FOCUS ON CORE VALUES, VISION, AND MISSION ETC. EVALUATION OF BOARD AND ITS COMMITTEES THE CRITERIA FOR EVALUATION OF BOARD INCLUDE WHETHER BOARD MEETINGS WERE HELD IN TIME, ALL ITEMS WHICH WERE REQUIRED AS PER LAW TO BE PLACED BEFORE THE BOARD WERE PLACED OR NOT, WHETHER THE SAME HAVE BEEN DISCUSSED AND APPROPRIATE DECISIONS WERE TAKEN, ADHERENCE TO LEGALLY PRESCRIBED COMPOSITION AND PROCEDURES, TIMELY INDUCTION OF ADDITIONAL/ WOMEN DIRECTORS AND REPLACEMENT OF BOARD MEMBERS/COMMITTEE MEMBERS, WHENEVER REQUIRED, AND WHETHER THE BOARD FACILITATES THE INDEPENDENT DIRECTORS TO PERFORM THEIR ROLE EFFECTIVELY. THE CRITERIA FOR EVALUATION OF COMMITTEE INCLUDE TAKING UP ROLES AND FUNCTIONS AS PER ITS TERMS OF REFERENCE, INDEPENDENCE OF THE COMMITTEE, WHETHER THE COMMITTEE HAS SOUGHT NECESSARY CLARIFICATIONS, INFORMATION AND EXPLANATIONS FROM MANAGEMENT, INTERNAL AND EXTERNAL AUDITORS ETC. BASED ON SUCH CRITERIA, THE PERFORMANCE EVALUATION OF THE INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE ENTIRE BOARD, EXCLUDING DIRECTORS BEING EVALUATED. INDEPENDENT DIRECTORS WERE EVALUATED BASED ON PARAMETERS, SUCH AS, QUALIFICATIONS, EXPERIENCE, KNOWLEDGE AND COMPETENCE.THE PERFORMANCE EVALUATION OF CHAIRMAN, EXECUTIVE AND NON- EXECUTIVE DIRECTORS WERE CARRIED OUT BY THE INDEPENDENT DIRECTORS WHO ALSO REVIEWED THE PERFORMANCE OF THE BOARD AS A WHOLE IN THEIR MEETING HELD ON FEBRUARY 6, 2024. THE DIRECTORS EXPRESSED THEIR SATISFACTION WITH THE EVALUATION PROCESS. PERFORMANCE EVALUATION OF THE BOARD, ITS VARIOUS COMMITTEES AND DIRECTORS INCLUDING INDEPENDENT DIRECTORS WAS FOUND SATISFACTORY. |