IN TERMS OF APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 READ WITH RULES FRAMED THERE UNDER AND PROVISIONS OF LISTING REGULATIONS AND ON THE RECOMMENDATION OF NOMINATION AND REMUNERATION COMMITTEE, THE BOARD OF DIRECTORS HAS PUT IN PLACE A PROCESS TO FORMALLY EVALUATE THE EFFECTIVENESS OF THE BOARD, ITS COMMITTEES ALONG WITH PERFORMANCE EVALUATION OF EACH DIRECTOR CARRIED OUT ON AN ANNUAL BASIS. ACCORDINGLY, THE ANNUAL PERFORMANCE OF THE BOARD, ITS COMMITTEES AND EACH DIRECTOR WAS CARRIED OUT FOR THE FINANCIAL YEAR 2023-24. THE INDEPENDENT DIRECTORS IN THEIR SEPARATE MEETING HELD ON 19TH MARCH 2024 HAVE REVIEWED THE PERFORMANCE OF NON-INDEPENDENT DIRECTORS, CHAIRMAN AND BOARD AS A WHOLE ALONG WITH REVIEW OF QUALITY, QUANTITY AND TIMELINESS OF FLOW OF INFORMATION BETWEEN BOARD AND MANAGEMENT AND EXPRESSED THEIR SATISFACTION OVER THE SAME. FURTHER THE BOARD, AT ITS MEETING HELD ON 27TH MAY 2024 ALSO REVIEWED THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND ALL INDIVIDUAL DIRECTORS OF THE COMPANY AND EXPRESSED ITS SATISFACTION OVER THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS. FURTHERMORE, BOARD IS OF THE OPINION THAT INDEPENDENT DIRECTORS OF THE COMPANY ARE PERSONS OF HIGH REPUTE, INTEGRITY & POSSESS THE RELEVANT EXPERTISE & EXPERIENCE IN THEIR RESPECTIVE FIELDS. CRITERIA FOR EVALUATION OF INDIVIDUAL DIRECTORS INCLUDE ASPECTS SUCH AS PROFESSIONAL QUALIFICATIONS, PRIOR EXPERIENCE, ESPECIALLY EXPERIENCE RELEVANT TO THE COMPANY, KNOWLEDGE AND COMPETENCY, FULFILLMENT OF FUNCTIONS, ABILITY TO FUNCTION AS A TEAM, INITIATIVE, AVAILABILITY AND ATTENDANCE, COMMITMENT, CONTRIBUTION, INTEGRITY, INDEPENDENCE AND GUIDANCE/ SUPPORT TO MANAGEMENT OUTSIDE BOARD/ COMMITTEE MEETINGS. IN ADDITION, THE CHAIRMAN IS ALSO EVALUATED ON KEY ASPECTS OF HIS ROLE, INCLUDING EFFECTIVENESS OF LEADERSHIP AND ABILITY TO STEER MEETINGS, IMPARTIALITY, ABILITY TO KEEP SHAREHOLDERS’ INTERESTS IN MIND AND EFFECTIVENESS AS CHAIRMAN. CRITERIA FOR EVALUATION OF THE COMMITTEES OF THE BOARD INCLUDE MANDATE AND COMPOSITION; EFFECTIVENESS OF THE COMMITTEE; STRUCTURE OF THE COMMITTEE; REGULARITY AND FREQUENCY OF MEETINGS, AGENDA, DISCUSSION AND DISSENT, RECORDING OF MINUTES AND DISSEMINATION OF INFORMATION; INDEPENDENCE OF THE COMMITTEE FROM THE BOARD; CONTRIBUTION TO DECISIONS OF THE BOARD; EFFECTIVENESS OF MEETINGS AND QUALITY OF RELATIONSHIP OF THE COMMITTEE WITH THE BOARD AND MANAGEMENT. |