PURSUANT TO THE PROVISIONS OF THE ACT, THE LISTING REGULATIONS AND PERFORMANCE EVALUATION POLICY OF THE COMPANY, THE ANNUAL PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND OF EACH DIRECTOR WAS CARRIED OUT. A STRUCTURED QUESTIONNAIRE WAS CIRCULATED TO THE DIRECTORS FOR EACH OF THE EVALUATION. THE PERFORMANCE OF THE BOARD WAS EVALUATED BY THE INDEPENDENT DIRECTORS ON THE PARAMETERS SUCH AS IT’S ROLES, RESPONSIBILITIES, IDENTIFYING MATERIAL RISKS, AVAILABILITY OF QUALITY INFORMATION IN TIMELY MANNER, DEVELOPMENT OF GOVERNANCE STRUCTURE ETC. THE BOARD COMMITTEES WERE EVALUATED BY THE RESPECTIVE COMMITTEE MEMBERS ON THE PARAMETERS SUCH AS ITS’ ROLES, RESPONSIBILITIES, APPROPRIATENESS OF COMMITTEE COMPOSITION, EFFECTIVENESS OF COMMUNICATION BY THE COMMITTEE, MEANINGFUL PARTICIPATION ETC. DIRECTORS WERE ALSO EVALUATED INDIVIDUALLY BY ALL THE OTHER DIRECTORS EXCLUDING DIRECTOR BEING EVALUATED ON THE PARAMETERS SUCH AS HIS/HER PREPAREDNESS AND PARTICIPATIONS AT THE MEETINGS, SAFEGUARDING CONFIDENTIAL INFORMATION, CONTRIBUTION TOWARDS COMPANY’S GROWTH, APPLICATION OF PROFESSIONAL SKILLS AND EXPERIENCE FOR DECISION MAKING, STRATEGIC PLANNING ETC. INDEPENDENT DIRECTORS WERE ADDITIONALLY EVALUATED FOR THEIR PERFORMANCE AND FULFILMENT OF CRITERIA OF INDEPENDENCE AND THEIR INDEPENDENCE FROM THE MANAGEMENT. THE PERFORMANCE OF NON-INDEPENDENT DIRECTORS WERE ALSO EVALUATED BY THE INDEPENDENT DIRECTORS. IN ACCORDANCE WITH SECTION 149(8) READ WITH SCHEDULE IV OF THE ACT AND REGULATION 25 OF LISTING REGULATIONS, A SEPARATE MEETING OF THE INDEPENDENT DIRECTORS WAS HELD ON APRIL 5, 2024, WITHOUT THE ATTENDANCE OF NON-INDEPENDENT DIRECTORS AND MEMBERS OF THE MANAGEMENT OF THE COMPANY. THE INDEPENDENT DIRECTORS, INTER-ALIA, EVALUATED THE PERFORMANCE OF THE NON-INDEPENDENT DIRECTORS, VARIOUS COMMITTEES OF THE BOARD AND THE BOARD AS A WHOLE FOR FY 2024. THE INDEPENDENT DIRECTORS ALSO REVIEW 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. BOTH NRC 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 EXPRESSED THEIR SATISFACTION WITH THE ENTIRE EVALUATION PROCESS. |