YOUR COMPANY BELIEVES THAT SYSTEMATIC EVALUATION CONTRIBUTES SIGNIFICANTLY TO IMPROVED PERFORMANCE AT THE THREE LEVELS; ORGANIZATIONAL, BOARD AND INDIVIDUAL BOARD MEMBER. IT ENCOURAGES THE LEADERSHIP, TEAMWORK, ACCOUNTABILITY, DECISION MAKING, COMMUNICATION AND EFFICIENCY OF THE BOARD. EVALUATION ALSO ENSURES TEAMWORK BY CREATING BETTER UNDERSTANDING OF BOARD DYNAMICS, MANAGEMENT RELATIONS AND THINKING AS A GROUP WITHIN THE BOARD. THE PROCESS INCLUDES MULTI LAYERED EVALUATION BASED ON WELL-DEFINED CRITERIA CONSISTING OF RELEVANT PARAMETERS. PURSUANT TO THE APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND REGULATIONS 17(10), 25(4) AND ALL OTHER APPLICABLE REGULATION(S) OF SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, THE BOARD OF DIRECTORS HAVE CARRIED OUT ANNUAL EVALUATION OF ITS OWN PERFORMANCE, BOARD COMMITTEES, INDIVIDUAL DIRECTORS, CHAIRPERSON OF YOUR COMPANY. AS REQUIRED UNDER REGULATION 25 OF THE LISTING REGULATIONS, A SEPARATE MEETING OF THE INDEPENDENT DIRECTORS OF YOUR COMPANY WAS ALSO HELD ON 7TH FEBRUARY, 2024 TO EVALUATE THE PERFORMANCE OF THE CHAIRMAN, NON-INDEPENDENT DIRECTORS AND THE BOARD AS A WHOLE AND ALSO TO ASSESS THE QUALITY, QUANTITY AND TIMELINESS OF FLOW OF INFORMATION BETWEEN THE MANAGEMENT OF YOUR COMPANY AND THE BOARD. THE PERFORMANCE OF THE BOARD / COMMITTEE WAS EVALUATED AFTER SEEKING INPUTS FROM ALL THE DIRECTORS / COMMITTEE MEMBERS ON THE BASIS OF THE DEFINED CRITERIAL INCLUDING COMPOSITION AND STRUCTURE EFFECTIVENESS OF MEETING, INFORMATION AND FUNCTIONING. PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS WAS DONE BY THE ENTIRE BOARD, EXCLUDING THE INDEPENDENT DIRECTOR BEING EVALUATED, ON THE BASIS OF FOLLOWING EVALUATION CRITERIA: • RELEVANT KNOWLEDGE, EXPERTISE AND EXPERIENCE. • DEVOTION OF TIME AND ATTENTION TO YOUR COMPANY’S LONG-TERM STRATEGIC ISSUES. • DISCUSSING AND ENDORSING YOUR COMPANY’S STRATEGY. • ADDRESSING THE MOST RELEVANT ISSUES FOR YOUR COMPANY. • PROFESSIONAL CONDUCT, ETHICS AND INTEGRITY. • UNDERSTANDING OF DUTIES, ROLES AND FUNCTION AS INDEPENDENT DIRECTOR. YOUR DIRECTORS HAVE EXPRESSED SATISFACTION TO THE EVALUATION PROCESS. THE MANNER IN WHICH THE EVALUATION HAS BEEN CARRIED OUT HAS BEEN EXPLAINED IN DETAIL IN THE CORPORATE GOVERNANCE REPORT, FORMING PART OF THIS ANNUAL REPORT. |