| DURING THE YEAR, THE BOARD CARRIED OUT AN ANNUAL EVALUATION OF ITS OWN PERFORMANCE, PERFORMANCE OF THE BOARD COMMITTEES AND INDIVIDUAL DIRECTORS PURSUANT TO THE PROVISIONS OF THE ACT AND LISTING REGULATIONS. THE BOARD ON THE RECOMMENDATIONS OF THE NOMINATION & REMUNERATION COMMITTEE APPROVED THE CRITERIA FOR ANNUAL EVALUATION WHICH WERE BROADLY BASED ON THE GUIDANCE NOTE ON BOARD EVALUATION ISSUED BY THE SECURITIES AND EXCHANGE BOARD OF INDIA VIDE ITS MASTER CIRCULAR DATED JULY 11, 2023. EACH BOARD MEMBER WAS REQUIRED TO FILL THE BOARD EVALUATION QUESTIONNAIRE ONLINE AND THE QUESTIONNAIRE WERE DIVIDED INTO DIFFERENT SECTIONS VIZ. EVALUATION OF NON – EXECUTIVE / INDEPENDENT DIRECTORS; EVALUATION OF BOARD AS A WHOLE; EVALUATION OF BOARD COMMITTEES; EVALUATION OF CHAIRMAN AND EVALUATION OF EXECUTIVE DIRECTOR. EVALUATION CRITERIA FOR BOARD/COMMITTEES WERE ON THE PARAMETERS LIKE ATTENDANCE, PARTICIPATION AND ABILITY TO CONTRIBUTE AT THE MEETING, BOARD AS A WHOLE I.E. ITS STRUCTURE, DIVERSITY, EXPERIENCE, FUNCTIONING, BOARD MEMBERS’ UNDERSTANDING OF THEIR ROLES AND RESPONSIBILITIES, QUALITY OF DECISION MAKING OF THE BOARD AND ITS EFFECTIVENESS. THE RESPONSES RECEIVED FROM THE DIRECTORS WITH RESPECT TO THE BOARD EVALUATION QUESTIONNAIRE WERE REVIEWED, DISCUSSED AT SEPARATE MEETINGS OF INDEPENDENT DIRECTORS, NOMINATION & REMUNERATION COMMITTEE AND ALSO THE BOARD, AND THE SUGGESTIONS PROVIDED BY THE DIRECTORS WERE NOTED. PERFORMANCE OF THE COMMITTEES WAS EVALUATED ON THE BASIS OF THEIR EFFECTIVENESS IN CARRYING OUT THEIR RESPECTIVE MANDATES. THE CHAIRMAN’S PERFORMANCE EVALUATION WAS CARRIED OUT BY INDEPENDENT DIRECTORS AT A SEPARATE MEETING.ALL THE DIRECTORS PARTICIPATED IN THE BOARD EVALUATION AND REVIEW EXERCISE INCLUDING THE PEER EVALUATIONS EXCLUDING THE DIRECTOR BEING EVALUATED. ALL THE DIRECTORS PARTICIPATED IN THE BOARD EVALUATION EXCEPT FOR MR. V SRINIVASA RANGAN AND REVIEW EXERCISE INCLUDING THE PEER EVALUATIONS EXCLUDING THE DIRECTOR BEING EVALUATED. THE DIRECTORS PROVIDED A RECOMMENDATION TO INDUCT A DIRECTOR WITH INFORMATION TECHNOLOGY BACKGROUND ON THE BOARD OF THE COMPANY. FURTHER, THE DIRECTORS HAVE EVALUATED THE PERFORMANCE OF MR. NAVNEET MUNOT, MANAGING DIRECTOR & CHIEF EXECUTIVE OFFICER (‘CEO’) OF THE COMPANY AND BASIS WHICH RECOMMENDED HIS RE-APPOINTMENT FOR A PERIOD OF FIVE YEARS EFFECTIVE FROM JULY 1, 2024 UP TO JUNE 30, 2029, SUBJECT TO APPROVAL OF THE SHAREHOLDERS. DURING THE YEAR, THE COMPANY TOOK ADEQUATE STEPS TO IMPLEMENT OBSERVATIONS ARISING FROM BOARD EVALUATION EXERCISE FOR FY 2022-23 VIZ. EXECUTIVES’ PERFORMANCE, REMUNERATION, SUCCESSION PLANNING AND CONTINUING PROFESSIONAL DEVELOPMENT SESSIONS FOR THE DIRECTORS OF THE COMPANY. THE BOARD NOTED THE EVALUATION RESULTS AND WERE SATISFIED WITH THE OVERALL ENGAGEMENT AND EFFECTIVENESS OF THE BOARD AND ITS VARIOUS COMMITTEES. |