| PURSUANT TO PROVISIONS OF REGULATION 17(10) OF THE SEBI LISTING REGULATIONS AND THE PROVISIONS OF THE ACT, AN ANNUAL BOARD EFFECTIVENESS EVALUATION WAS CONDUCTED FOR FY 2023-24 ON 13TH FEBRUARY 2024, INVOLVING THE FOLLOWING: I. EVALUATION OF IDS, IN THEIR ABSENCE, BY THE ENTIRE BOARD WAS UNDERTAKEN, BASED ON THEIR PERFORMANCE AND FULFILLMENT OF THE INDEPENDENCE CRITERIA PRESCRIBED UNDER THE ACT AND SEBI LISTING REGULATIONS; AND II. EVALUATION OF THE BOARD OF DIRECTORS, ITS COMMITTEES AND INDIVIDUAL DIRECTORS, INCLUDING THE ROLE OF THE BOARD CHAIRMAN. AN IDS’ MEETING, IN ACCORDANCE WITH THE PROVISIONS OF SECTION 149(8) READ WITH SCHEDULE IV OF THE ACT AND REGULATION 25(3) AND 25(4) OF THE SEBI LISTING REGULATIONS, WAS CONVENED ON 13TH FEBRUARY 2024, MAINLY TO REVIEW THE PERFORMANCE OF INDEPENDENT DIRECTORS AND THE CHAIRMAN & MANAGING DIRECTOR AS ALSO THE BOARD AS A WHOLE. A) BOARD: COMPOSITION, RESPONSIBILITIES, STAKEHOLDER VALUE AND RESPONSIBILITY, BOARD DEVELOPMENT, DIVERSITY, GOVERNANCE, LEADERSHIP, DIRECTIONS, STRATEGIC INPUT, ETC. B) EXECUTIVE DIRECTORS: SKILL, KNOWLEDGE, PERFORMANCE, COMPLIANCES, ETHICAL STANDARDS, RISK MITIGATION, SUSTAINABILITY, STRATEGY FORMULATION AND EXECUTION, FINANCIAL PLANNING & PERFORMANCE, MANAGING HUMAN RELATIONS, APPROPRIATE SUCCESSION PLAN, EXTERNAL RELATIONS INCLUDING CSR, COMMUNITY INVOLVEMENT AND IMAGE BUILDING, ETC. C) INDEPENDENT DIRECTORS: PARTICIPATION, MANAGING RELATIONSHIP, ETHICS AND INTEGRITY, OBJECTIVITY, BRINING INDEPENDENT JUDGEMENT, TIME DEVOTION, PROTECTING INTEREST OF MINORITY SHAREHOLDERS, DOMAIN KNOWLEDGE CONTRIBUTION, ETC. D) CHAIRMAN: MANAGING RELATIONSHIPS, COMMITMENT, LEADERSHIP EFFECTIVENESS, PROMOTION OF TRAINING AND DEVELOPMENT OF DIRECTORS ETC. E) COMMITTEES: TERMS OF REFERENCE, PARTICIPATION OF MEMBERS, RESPONSIBILITY DELEGATED, FUNCTIONS AND DUTIES, OBJECTIVES ALIGNMENT WITH COMPANY STRATEGY, COMPOSITION OF COMMITTEE, COMMITTEE MEETINGS AND PROCEDURES AND MANAGEMENT RELATIONS. |