IN COMPLIANCE WITH THE PROVISIONS OF SEBI LISTING REGULATIONS AND PURSUANT TO THE PROVISIONS OF SECTION 134, 149 AND 178 OF THE ACT READ WITH SCHEDULE IV OF THE ACT AND THE RULES MADE THERE UNDER, THE COMPANY HAS A BOARD APPROVED FRAMEWORK ON PERFORMANCE EVALUATION OF DIRECTORS PROVIDING THE CRITERIA OF PERFORMANCE EVALUATION OF BOARD, ITS COMMITTEES, ITS CHAIRPERSON AND INDIVIDUAL DIRECTORS. AN ANNUAL PERFORMANCE EVALUATION FOR THE FINANCIAL YEAR 2023-24 WAS CARRIED OUT IN AN INDEPENDENT AND FAIR MANNER IN ACCORDANCE WITH THE FRAMEWORK, AS STATED ABOVE. THE PERFORMANCE EVALUATION OF THE BOARD, BOARD CHAIRPERSON, MANAGING DIRECTOR & CEO, BOARD COMMITTEES, NON-EXECUTIVE DIRECTORS AND INDEPENDENT DIRECTORS WAS CONDUCTED THROUGH SEPARATE STRUCTURED QUESTIONNAIRES, ONE EACH FOR INDEPENDENT AND NON-EXECUTIVE DIRECTORS, MANAGING DIRECTOR, BOARD CHAIRPERSON, BOARD COMMITTEES AND THE BOARD AS A WHOLE. THESE QUESTIONNAIRES WERE UPLOADED INTO AN IT TOOL, TO ENABLE THE DIRECTORS TO COMPLETE THE SURVEY ONLINE. THE EVALUATION PROCESS FOCUSED ON VARIOUS ASPECTS OF THE FUNCTIONING OF THE BOARD AND COMMITTEES SUCH AS COMPOSITION OF THE BOARD, IMPROVING BOARD EFFECTIVENESS, PERFORMANCE OF BOARD COMMITTEES, BOARD KNOWLEDGE SESSIONS AND TIME ALLOCATION FOR STRATEGIC ISSUES, ETC. SEPARATE EXERCISE WAS CARRIED OUT TO EVALUATE THE PERFORMANCE OF DIRECTORS ON PARAMETERS, INTER-ALIA, SUCH AS ATTENDANCE, CONTRIBUTION AND INDEPENDENT JUDGMENT. A FORMAL PERFORMANCE EVALUATION WAS CARRIED OUT AT THE MEETING OF NRC HELD ON APRIL 23, 2024, MEETING OF INDEPENDENT DIRECTORS HELD ON APRIL 29, 2024, AND BOARD MEETING HELD ON APRIL 29, 2024. AS AN OUTCOME OF THE ABOVE EXERCISE, IT WAS NOTED THAT THE BOARD AS A WHOLE IS FUNCTIONING AS A COHESIVE BODY WHICH IS WELL ENGAGED WITH DIFFERENT PERSPECTIVES. THE BOARD MEMBERS FROM DIFFERENT BACKGROUNDS BRING ABOUT DIFFERENT COMPLEMENTARITIES AND DELIBERATIONS IN THE BOARD AND COMMITTEE AND THE MEETINGS ARE ENRICHED BY SUCH DIVERSITY AND COMPLEMENTARITIES. IT WAS ALSO NOTED THAT THE COMMITTEES ARE FUNCTIONING WELL AND BESIDES THE COMMITTEE’S TERMS OF REFERENCE AS MANDATED BY LAW, IMPORTANT ISSUES ARE BROUGHT UP AND DISCUSSED IN THE COMMITTEES. THE DIRECTORS HAVE EXPRESSED THEIR SATISFACTION WITH THE EVALUATION PROCESS. |