THE COMPANIES ACT, 2013 AND SEBI LISTING REGULATIONS CONTAIN PROVISIONS FOR THE EVALUATION OF THE PERFOR- MANCE OF: (I) THE BOARD AS A WHOLE; (II) VARIOUS COMMITTEES OF THE BOARD; AND (III) THE INDIVIDUAL DIRECTORS (INCLUDING INDEPENDENT DIRECTORS AND CHAIRPERSON). THE BOARD OF DIRECTORS CARRIED OUT AN ANNUAL EVALUATION OF ITS OWN PERFORMANCE, BOARD COMMITTEES, AND INDIVIDUAL DIRECTORS PURSUANT TO THE PROVISIONS OF THE COMPANIES ACT, 2013 AND SEBI LISTING REGULATIONS. THE PERFORMANCE OF THE BOARD WAS EVALUATED BASED ON INPUTS FROM THE BOARD MEMBERS, THE BOARD’S COMPOSITION, THE EFFECTIVENESS OF BOARD PROCESSES, INFORMATION AND FUNCTIONING, AREAS AND QUALITY OF THE REVIEW, AND THE ESTABLISHMENT AND DELINEATION OF RESPONSIBILITIES TO COMMITTEES. THE PERFORMANCE OF THE COMMITTEES WAS EVALUATED BASED ON INPUTS RECEIVED FROM THE COMMITTEE MEMBERS, COVERING INPUTS ON THE COMPOSITION OF COMMITTEES, EFFECTIVENESS OF COMMITTEE MEETINGS, DEGREE OF FULFILLMENT OF KEY RESPONSIBILITIES, COMMITTEE DYNAMICS, AND QUALITY OF THE COMMITTEE’S RELATIONSHIP WITH THE BOARD AND THE MANAGEMENT. THE PERFORMANCE OF THE INDIVIDUAL DIRECTORS WAS REVIEWED BASED ON INPUT FROM THE BOARD MEMBERS, INCLUDING INPUT ON THE CONTRIBUTION OF INDIVIDUAL DIRECTORS TO THE BOARD AND COMMITTEE MEETINGS. THE PERFORMANCE OF THE CHAIRMAN WAS EVALUATED BASED ON INPUTS FROM THE BOARD MEMBERS REGARDING HIS LEADERSHIP, STAKEHOLDER MANAGEMENT, VISION, AND STRATEGY. PURSUANT TO THE REQUIREMENTS OF SCHEDULE IV TO THE COMPANIES ACT, 2013 AND THE SEBI LISTING REGULATIONS, A SEPARATE MEETING OF THE INDEPENDENT DIRECTORS OF THE COMPANY WAS ALSO HELD ON 23 JANUARY 2024, WITHOUT THE PRESENCE OF NON-INDEPENDENT DIRECTORS AND MEMBERS OF THE MANAGEMENT, TO REVIEW THE PERFORMANCE OF NON-INDEPENDENT DIRECTORS AND THE BOARD AS A WHOLE, AND THE PERFORMANCE OF THE CHAIRMAN OF THE COMPANY, TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE DIRECTORS,NON-EXECUTIVE NON-INDEPENDENT DIRECTORS, AND ALSO TO ASSESS THE QUALITY, QUANTITY, AND TIMELINESS OF THE FLOW OF INFORMATION BETWEEN THE COMPANY MANAGEMENT AND THE BOARD. THE BOARD, AT ITS MEETING, REVIEWED THE PERFORMANCE OF THE INDEPENDENT DIRECTORS AND THE PERFORMANCE OF THE COMMITTEES. |