IN TERMS OF APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 READ WITH RULES FRAMED THEREUNDER AND PART D OF SCHEDULE II OF THE LISTING REGULATIONS AND ON THE RECOMMENDATION OF THE NOMINATION AND REMUNERATION COMMITTEE, THE BOARD OF DIRECTORS HAS PUT IN PLACE A PROCESS TO FORMALLY EVALUATE THE EFFECTIVENESS OF THE BOARD, ITS COMMITTEES ALONG WITH PERFORMANCE EVALUATION OF EACH DIRECTOR TO BE CARRIED OUT ON AN ANNUAL BASIS. THE BOARD EVALUATION FRAMEWORK HAS BEEN DESIGNED IN COMPLIANCE WITH THE REQUIREMENTS UNDER THE COMPANIES ACT, 2013 AND THE LISTING REGULATIONS. ACCORDINGLY, THE ANNUAL PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND EACH DIRECTOR WAS CARRIED OUT FOR THE FINANCIAL YEAR 2022-23.STRUCTURED QUESTIONNAIRES WERE PREPARED TO EVALUATE THE PERFORMANCE OF THE BOARD AS A WHOLE, INDIVIDUAL PERFORMANCE OF EACH DIRECTOR AND SELF – ASSESSMENT CARRIED OUT BY THE DIRECTORS. THE PARAMETERS OF THE PERFORMANCE EVALUATION PROCESS FOR DIRECTORS, INTER ALIA, INCLUDES, EFFECTIVE PARTICIPATION IN MEETINGS OF THE BOARD, UNDERSTANDING OF THE ROLES AND RESPONSIBILITIES, DOMAIN KNOWLEDGE, ATTENDANCE OF DIRECTOR(S), ETC. IN ASSESSING THE OVERALL PERFORMANCE OF THE BOARD, THE PARAMETERS INCLUDED THE ASSESSMENT OF TIME DEVOTED BY THE BOARD ON THE COMPANY’S LONG TERM GOALS AND STRATEGIES, BOARD EFFECTIVENESS, QUALITY OF DISCUSSIONS AT THE MEETINGS OF THE BOARD, TIME SPENT AND QUALITY OF DISCUSSIONS ON KEY SUBJECTS LIKE RISK ASSESSMENT AND MINIMIZATION, SUCCESSION PLANNING, DISCHARGING FIDUCIARY AND GOVERNANCE DUTIES AND PERFORMANCE OF SPECIFIC DUTIES. THE QUESTIONNAIRES FOR ASSESSING THE PERFORMANCE OF THE COMMITTEES OF THE BOARD INCLUDED ASPECTS LIKE UNDERSTANDING OF THE TERMS OF REFERENCE BY THE COMMITTEE MEMBERS, ADEQUACY OF THE COMPOSITION OF THE COMMITTEES, INDEPENDENCE OF THE COMMITTEE FROM THE BOARD, EFFECTIVENESS OF THE DISCUSSIONS AT THE COMMITTEE MEETINGS, INFORMATION PROVIDED TO THE COMMITTEE TO DISCHARGE ITS DUTIES, PERFORMANCE OF THE COMMITTEE VIS-À-VIS ITS RESPONSIBILITIES, AND QUALITY OF RELATIONSHIP OF THE COMMITTEE WITH THE BOARD AND THE MANAGEMENT ETC.THE CHAIRMAN OF THE NOMINATION AND REMUNERATION COMMITTEE PLAYS A VITAL ROLE IN UNDERTAKING THE EVALUATION OF PERFORMANCE OF THE ENTIRE BOARD OF THE COMPANY, ITS COMMITTEES AND INDIVIDUAL DIRECTORS INCLUDING INDEPENDENT DIRECTORS. THE NOMINATION AND REMUNERATION COMMITTEE DISCUSSED ON THE EVALUATION MECHANISM, OUTCOME AND THE FEEDBACKRECEIVED FROM THE DIRECTORS. THE INDEPENDENT DIRECTORS AT THEIR MEETING ALSO DISCUSSED THE PERFORMANCE OF THE EXECUTIVE / NON-EXECUTIVE DIRECTORS INCLUDING THE CHAIRMAN OF THE BOARD. THE BOARD OF DIRECTORS AT ITS MEETING HELD ON MARCH 24, 2023, HAS NOTED THE OVERALL FEEDBACK ON THE PERFORMANCE OF THE DIRECTORS AND THE BOARD AS A WHOLE AND ITS COMMITTEES. THE OVERALL OUTCOME OF THIS EXERCISE TO EVALUATE EFFECTIVENESS OF THE BOARD AND ITS COMMITTEES WAS POSITIVE AND MEMBERS EXPRESSED THEIR SATISFACTION. |