PURSUANT TO THE PROVISIONS OF SECTION 134,178 AND SCHEDULE IV OF COMPANIES ACT, 2013 READ WITH APPLICABLE RULES AND REGULATION 17 AND 25 OF SEBI (LISTING OBLIGATION AND DISCLOSURES REQUIREMENTS) REGULATIONS, 2015, GUIDANCE NOTE ON BOARD EVALUATION ISSUED BY THE SECURITIES AND EXCHANGE BOARD OF INDIA AND GUIDANCE NOTE ON PERFORMANCE EVALUATION BY INSTITUTE OF COMPANY SECRETARIES OF INDIA, THE NOMINATION AND REMUNERATION COMMITTEE OF THE COMPANY HAS DEVISED A CRITERIA FOR PERFORMANCE EVALUATION OF THE BOARD AS A WHOLE, INDIVIDUAL DIRECTORS, COMMITTEES, CHAIRPERSON AND INDEPENDENT DIRECTORS. IN COMPLIANCE WITH THE REQUIREMENT OF THE COMPANIES ACT, 2013 AND THE SEBI (LISTING OBLIGATION AND DISCLOSURES REQUIREMENTS) REGULATIONS, 2015, AS AMENDED FROM TIME TO TIME, THE BOARD OF DIRECTORS ON ANNUAL BASIS EVALUATES THE FUNCTIONING OF THE BOARD AS A WHOLE, ITS COMMITTEES, CHAIRMAN, INDIVIDUAL DIRECTORS AND THE INDEPENDENT DIRECTORS. THE BOARD AS A WHOLE AND THE COMMITTEE THEREOF WERE BEING EVALUATED ON VARIOUS PARAMETERS INCLUDING BUT NOT LIMITED TO THEIR COMPOSITIONS, EXPERIENCE, QUALIFICATIONS, DIVERSITY, ROLES AND RESPONSIBILITY OF EACH AND EVERY DIRECTORS TOWARDS STAKEHOLDERS, STRATEGIC PARTICIPATION, GOVERNANCE COMPLIANCES, CULTURE AND DYNAMICS AND QUALITY OF RELATIONSHIP BETWEEN BOARD MEMBERS AND THE MANAGEMENT.THE INDIVIDUAL DIRECTORS INCLUDING THE CHAIRMAN AND INDEPENDENT DIRECTORS ARE ALSO EVALUATED ON THE BASIS OF THEIR QUALIFICATIONS, EXPERIENCE, KNOWLEDGE AND THEIR COMPETENCY AND WHILE EVALUATING THE PERFORMANCE OF EACH AND EVERY DIRECTOR INDIVIDUALLY, THE BOARD ALSO GIVE UTMOST CHECK TO THEIR ABILITY TO WORK AS TEAM, COMMITMENT TOWARDS THE FUNCTIONS ASSIGNED, CONTRIBUTION AND AVAILABILITY AT BOARD MEETING AND OTHER BUSINESS MATTERS ETC. IN A SEPARATE MEETING OF THE INDEPENDENT DIRECTORS HELD ON 14TH MARCH, 2024, THE PERFORMANCE OF THE NON-INDEPENDENT DIRECTORS, THE BOARD AS A WHOLE AND CHAIRMAN OF THE COMPANY WERE EVALUATED TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE DIRECTORS AND OTHER NON-EXECUTIVE DIRECTORS. FURTHER, THE PERFORMANCE EVALUATION AS REQUIRED WAS PERFORMED BY THE BOARD OF DIRECTORS AT THEIR MEETING HELD ON 3RD APRIL, 2024. THE REVIEW, CONCLUDED BY AFFIRMING THAT THE BOARD AS A WHOLE, THE COMMITTEE(S), CHAIRMAN AND THE INDIVIDUAL DIRECTOR CONTINUED TO DISPLAY A COMMITMENT TO GOOD GOVERNANCE BY ENSURING A CONSTANT IMPROVEMENT OF PROCESSES AND PROCEDURES AND CONTRIBUTED THEIR BEST IN THE OVERALL GROWTH OF THE ORGANIZATION AND THE INDEPENDENT DIRECTORS HAVE OUTPERFORMED ON ALL THE CRITERIA OF INDEPENDENCE AND THEIR PARTICIPATION FROM THE STRATEGIC POINT OF VIEW WAS COMMENDED AND APPRECIATED BY ALL. |