IN ACCORDANCE WITH THE COMPANIES ACT, 2013, SEBI GUIDANCE NOTE ON BOARD EVALUATION ISSUED VIDE SEBI MASTER CIRCULAR DATED JULY 11, 2023, AND THE RELEVANT PROVISIONS OF THE SEBI LISTING REGULATIONS, 2015, THE BOARD OF DIRECTORS CONDUCTED ANNUAL EVALUATION OF ITS OWN PERFORMANCE, AS WELL AS THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS. THE EVALUATION PROCESS INVOLVED SEPARATE MEETINGS OF THE INDEPENDENT DIRECTORS AND THE BOARD AS A WHOLE. THE BOARD ASSESSED THE EFFECTIVENESS OF ITS FUNCTIONING, THE COMMITTEES’ PERFORMANCE, AND THE INDIVIDUAL DIRECTORS’ CONTRIBUTIONS BASED ON FEEDBACK GATHERED FROM DIRECTORS AND COMMITTEE MEMBERS. THE PERFORMANCE EVALUATION OF THE INDEPENDENT DIRECTORS TOOK PLACE DURING BOARD MEETING HELD ON NOVEMBER 03, 2023, EXCLUDING THE DIRECTOR BEING EVALUATED. A DEDICATED MEETING OF THE INDEPENDENT DIRECTORS WAS CONDUCTED ON OCTOBER 26, 2023, TO REVIEW THE PERFORMANCE OF NON-INDEPENDENT DIRECTORS, THE OVERALL PERFORMANCE OF THE BOARD AND ITS COMMITTEES. THIS EVALUATION CONSIDERED INPUT FROM BOTH ALL THE DIRECTORS. TO FACILITATE THE EVALUATION PROCESS, AN ELECTRONIC APPLICATION WAS UTILIZED, ENSURING SECURE AND EFFICIENT DATA MANAGEMENT WHILE REDUCING PAPER USAGE. THE CRITERIA FOR PERFORMANCE EVALUATION WERE BROADLY BASED ON THE SEBI GUIDANCE NOTE ON BOARD EVALUATION, ENCOMPASSING ASPECTS SUCH AS COMMITTEE STRUCTURE AND COMPOSITION, EFFECTIVENESS OF COMMITTEE MEETINGS, AND MORE. THE PERFORMANCE EVALUATION OF THE BOARD AND ITS CONSTITUENTS FOCUSED ON VARIOUS FACTORS, INCLUDING THEIR FUNCTIONS, RESPONSIBILITIES, COMPETENCIES, STRATEGY, TONE AT THE TOP, RISK IDENTIFICATION AND CONTROL, DIVERSITY, AND NATURE OF THE BUSINESS. A COMPREHENSIVE QUESTIONNAIRE WAS CIRCULATED TO BOARD MEMBERS, COVERING MULTIPLE ASPECTS OF THE BOARD’S FUNCTIONING, CULTURE, EXECUTION OF DUTIES, PROFESSIONAL OBLIGATIONS, AND GOVERNANCE. THE QUESTIONNAIRE AIMED TO ASSESS DIRECTORS’ KNOWLEDGE, INDEPENDENCE IN DECISION-MAKING, INVOLVEMENT IN BUSINESS PLANNING, CONSTRUCTIVE ENGAGEMENT WITH COLLEAGUES, AND UNDERSTANDING OF THE COMPANY’S RISK PROFILE. ADDITIONALLY, THE CHAIRMAN OF THE BOARD AND/ OR COMMITTEE WAS EVALUATED BASED ON LEADERSHIP, COORDINATION, AND STEERING SKILLS.THE NOMINATION AND REMUNERATION COMMITTEE REVIEWED THE PERFORMANCE OF INDIVIDUAL DIRECTORS, CONSIDERING THEIR CONTRIBUTIONS AS MEMBERS OF THE BOARD OR ITS COMMITTEES. THE COMMITTEE DETERMINED THE QUANTUM OF PROFIT-BASED COMMISSION PAYABLE TO DIRECTORS BASED ON THE OVERALL PERFORMANCE OF INDIVIDUAL DIRECTORS. THESE EVALUATION PROCESSES ENSURE THAT THE BOARD OPERATES EFFECTIVELY, INDIVIDUAL DIRECTORS CONTRIBUTE SIGNIFICANTLY, AND APPROPRIATE REMUNERATION IS PROVIDED BASED ON PERFORMANCE. |