THE COMPANY FOLLOWS A STRUCTURED ASSESSMENT PROCESS FOR EVALUATION OF PERFORMANCE OF THE BOARD, COMMITTEES OF THE BOARD AND INDIVIDUAL PERFORMANCE OF EACH DIRECTOR INCLUDING THE CHAIRMAN BASED ON THE CRITERIA APPROVED BY THE NOMINATION AND REMUNERATION COMMITTEE. THE EVALUATION IS BASED ON PARAMETERS LIKE LEVEL OF PARTICIPATION OF THE DIRECTORS, UNDERSTANDING OF THE ROLES AND RESPONSIBILITIES OF DIRECTORS, UNDERSTANDING OF THE BUSINESS AND COMPETITIVE ENVIRONMENT IN WHICH THE COMPANY OPERATES, UNDERSTANDING OF THE STRATEGIC ISSUES AND CHALLENGES FOR THE COMPANY, ETC. THE PERFORMANCE OF THE INDEPENDENT DIRECTORS IS ALSO EVALUATED TAKING INTO ACCOUNT THE TIME DEVOTED, STRATEGIC GUIDANCE TO THE COMPANY, ADVICE GIVEN FOR DETERMINING IMPORTANT POLICIES, EXTERNAL EXPERTISE PROVIDED AND INDEPENDENT JUDGMENT THAT CONTRIBUTES OBJECTIVELY TO THE BOARD’S DELIBERATION. THE PERFORMANCE EVALUATION OF THE BOARD IS CARRIED OUT TAKING INTO ACCOUNT THE VARIOUS PARAMETERS LIKE COMPOSITION OF BOARD, PROCESS OF APPOINTMENT TO THE BOARD, COMMON UNDERSTANDING AMONGST DIRECTORS OF THEIR ROLE AND RESPONSIBILITIES, TIMELINES AND CONTENT OF BOARD PAPERS, STRATEGIC DIRECTIONS, ADVICE AND DECISION MAKING, ETC. THE BOARD ALSO NOTES THE ACTIONS UNDERTAKEN PURSUANT TO THE OUTCOME OF PREVIOUS EVALUATION EXERCISES. EACH COMMITTEE’S SELF-ASSESSMENT IS CARRIED OUT BASED ON THE DEGREE OF FULFILLMENT OF THE KEY RESPONSIBILITIES AS OUTLINED BY ITS TERMS OF REFERENCE. FOR THE YEAR ENDED MARCH 31, 2024, EVALUATIONS OF THE BOARD, COMMITTEES, AND INDIVIDUAL DIRECTORS WERE CONDUCTED THROUGH THE AUTOMATED TOOL, AND QUESTIONNAIRES CONTAINING VARIOUS PERFORMANCE EVALUATION CRITERIA WERE UPLOADED ON IT. ALL THE DIRECTORS HAVE COMPLETED THEIR ANNUAL EVALUATION USING THE TOOL, AND A SUMMARY REPORT OF FEEDBACK GENERATED FROM THE TOOL WAS SENT TO THE CHAIRMAN OF THE BOARD AND NRC COMMITTEE. THE FEEDBACK INDICATED OVERALL SATISFACTORY PERFORMANCE BY THE BOARD, COMMITTEES, AND INDIVIDUAL DIRECTORS. |